Good morning. We're pleased to welcome you to the annual meeting of stockholders of ARMOUR Residential REIT. My name is Scott Ulm, and I am the Chief Executive Officer and Vice Chairman of ARMOUR Residential REIT. I would also like to introduce Gordon Harper, the Chief Financial Officer, Treasurer, and Secretary of ARMOUR. Desmond E. Macauley, the Co-Chief Investment Officer and Head of Risk Management, and Sergey Losyev, the Co-Chief Investment Officer of ARMOUR. We're also joined this morning by the following ARMOUR Directors: Dan Staton, our Chairman; Jack Holohan, our Lead Independent Director; Rob Hain, Chair of our Compensation Committee; and Jamie Behar, Co-Chair of our Nominating and Corporate Governance Committee. In addition, Curtis Vogel of Deloitte & Touche, ARMOUR's independent certified public accountants, is participating and will be available to answer appropriate questions you may have later in the meeting.
Upon entering the meeting, each of you was presented with rules and procedures for the meeting. To conduct an orderly meeting, we ask that participants abide by these rules. Should you desire to ask a question or make a statement, please submit your question or statement via the live audio webcast by typing in the Ask a Question box on the annual meeting website. As stated in the rules of procedure, we ask that we restrict your questions and remarks to those relevant to the company or the proposals being considered. The meeting will now officially come to order. We'll proceed with the formal business of the meeting as set forth in your notice of annual meeting and accompanying proxy statement.
Other items of business will not be entertained unless the notice and any other requirements set forth in the advance notice provisions of the company's amended and restated bylaws and applicable SEC rules and regulations have been followed. At this time, I would like to appoint Gordon M. Harper to serve as Secretary at this meeting. Mr. Harper, please report at this time with respect to the mailing of the notice of the meeting and the stockholders list. Gordon?
I have at this meeting a complete list of the stockholders of record of ARMOUR's common stock at the close of business on March 6, 2026 , the record date for this meeting. I also have an affidavit dated April 3, 2026 , of Joanne Vogel, Manager at Broadridge Financial Solutions, Inc., certifying the mailing via the United States Mail of the 2026 annual meeting proxy materials to registered and beneficial stockholders of record at the close of business on March 6, 2026 .
At this time, I'd like to appoint Gordon Harper to act as the Inspector of Election at this meeting. Mr. Harper has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes, and when submission of votes on all matters is completed, to tally the final votes. Mr. Harper, please report at this time with respect to the existence of a quorum.
Proxies have been received for 83,343,000 shares of the 122,767,466 shares of common stock outstanding at the close of business on the record date, which represents approximately 67.8% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. Are there any additional proxies to be submitted to the Inspector of Election at this time? If yes, please click the voting button on the virtual meeting website to vote. Stockholders who have sent in proxies or otherwise previously voted via the Internet or by telephone do not need to take any further action at this time.
Thank you, Gordon. We'll take a brief pause. We'll now proceed with the formal business of this meeting. There are five proposals to be considered by the stockholders at this meeting. Mr. Harper, may we open the polls?
The time is now 8:00 A.M. on April 30th, 2026. The polls are now open for voting on all matters to be presented. Voting at this annual meeting will be conducted exclusively by the means of the virtual meeting website. The polls will be closed to voting after we have gone through the matters to be voted on.
Thank you. The first item of business is to consider and vote upon a proposal to reelect eight directors to the ARMOUR Board of Directors, as listed in the proxy statement, to serve until ARMOUR's next annual meeting. Is there any discussion regarding the proposal regarding the election of directors? If yes, please submit your question or comment by typing in the Ask a Question box on the annual meeting website. I see no questions. The second item of business is to consider and vote upon a proposal to ratify the appointment of Deloitte & Touche as ARMOUR's independent registered certified public accountants for fiscal year 2026. Is there any discussion regarding the proposal to ratify the appointment of Deloitte & Touche? If yes, please submit your question or comment by typing in the Ask a Question box on the annual meeting website. I see no questions.
The third item of business is to consider and vote upon a proposal to approve by non-binding advisory vote the 2025 compensation of ARMOUR's named executive officers. Is there any discussion regarding the non-binding advisory vote on ARMOUR's 2025 executive compensation? If yes, please submit your questions or comment by typing in the Ask a Question box on the annual meeting website. I see no questions. The fourth item of business is to consider and vote upon a proposal to approve by non-binding advisory vote the frequency of stockholder advisory votes relating to the compensation of ARMOUR's named executive officers, which is presented as being offered either every one, two, or three years . Is there any discussion regarding the non-binding advisory vote on the frequency of stockholder advisory votes relating to ARMOUR's executive compensation?
If yes, please submit your question or comment by typing in the Ask a Question box on the annual meeting website. I see no questions on that matter. The fifth item of business is to consider and vote upon a proposal to approve ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan. Is there any discussion regarding the vote on ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan? If yes, please submit your question or comment by typing in the Ask a Question box on the annual meeting website. I see no questions there as well. Gordon?
Voting is by proxy through the internet site provided on the proxy card or voting instructions form, by telephone, or through the virtual meeting website. Each share of common stock is entitled to one vote . You do not need to vote at this meeting if you have already sent in your signed proxy or previously voted online or through the telephone. Is there anyone participating, whether or not you have already previously voted online or through the telephone or submitted a proxy and now wants to vote using the virtual website? If yes, please click on the voting button on the virtual meeting website to vote. Is there anyone still trying to submit votes? If yes, please indicate so by typing in Ask the Question box on the annual meeting website. The time is now 8:00 A.M., and the polls are now closed for voting.
Very good. Gordon, may we have the results of the voting?
The report of the Inspector of Election covering the proposals presented at this meeting is as follows: The proposal to reelect the 8 nominees for director as listed in the proxy statement, having each received the affirmative vote of the majority of the votes cast by stockholders participating in or represented by proxy at the meeting is carried. Number two, the proposal to approve the ratification of the appointment of Deloitte & Touche LLP as ARMOUR's independent registered certified public accountants for the fiscal year 2026, having received the affirmative vote of the majority of the votes cast by stockholders participating in or represented by proxy at the meeting is carried.
Third, the proposal to approve by advisory non-binding vote ARMOUR's 2025 compensation of its named executive officers, having received the affirmative vote of a majority of the votes cast by stockholders participating in or represented by the proxy at the meeting is carried. Four, the selection of one year as the frequency of stockholder advisory votes relating to the compensation of ARMOUR's named executive officers, having received the greatest number of votes cast by stockholders participating in or represented by proxy at the meeting is carried. Finally, the proposal to approve ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan, having received the affirmative votes of a majority of the votes cast by stockholders participating in or represented by proxy at the meeting is carried.
A full tally of the votes will be published in a current Form 8-K , which will be filed with the Securities and Exchange Commission.
Thank you, Gordon. I declare the 8 nominees for director elected, the ratification of the appointment of Deloitte & Touche approved, the 2025 compensation of named executive officers approved by advisory non-binding vote, the selection of one year as a frequency of stockholder advisory votes relating to the compensation of ARMOUR's named executive officers, as recommended by advisory non-binding vote, and the Fourth Amended and Restated 2009 Stock Incentive Plan approved. We'll now entertain questions and comments from stockholders. Stockholders are limited to no more than 3 questions or comments each. Questions and comments should be written clearly and be brief in length. Please submit any questions or comments by typing in the Ask a Question box on the annual meeting website. Questions and comments should be relevant to matters of concern to stockholders generally and directly relate to ARMOUR's business.
Are there any questions or comments? I see no questions or comments. I want to thank all of you for participating in today's annual meeting and for the interest you've shown in ARMOUR. As we've completed the business of this meeting, and there's nothing further to come before the meeting, we stand adjourned. Thank you very much.
This now concludes the meeting. Thank you for joining, and have a pleasant day.