ARMOUR (NYSE: ARR) investors OK new stock plan, annual pay vote

Rhea-AI Filing Summary

ARMOUR Residential REIT, Inc. reported that stockholders approved its Fourth Amended and Restated 2009 Stock Incentive Plan, increasing by 1,000,000 the shares of common stock authorized for issuance under the prior plan. The earlier plan allowed grants of up to 800,000 shares, with 3,506 shares remaining available as of March 19, 2026.

At the April 30, 2026 annual meeting, all eight director nominees were elected and Deloitte & Touche LLP was ratified as independent auditor for 2026. Stockholders approved 2025 executive compensation by advisory vote and supported holding future say-on-pay votes every year, a frequency the company intends to follow. In total, 83,300,043 of 122,767,466 shares outstanding as of the March 6, 2026 record date were represented, providing a quorum.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New plan share increase: 1,000,000 shares Prior plan limit: 800,000 shares Shares remaining under prior plan: 3,506 shares +5 more

8 metrics

New plan share increase 1,000,000 shares Additional common shares authorized under Fourth A&R 2009 Stock Incentive Plan

Prior plan limit 800,000 shares Maximum shares authorized under previous stock incentive plan

Shares remaining under prior plan 3,506 shares Available for grant as of March 19, 2026

Shares outstanding 122,767,466 shares Common stock outstanding and entitled to vote as of March 6, 2026

Shares represented at meeting 83,300,043 shares Common stock present in person or by proxy at annual meeting

Say-on-pay approval votes 48,910,162 for Advisory vote on 2025 executive compensation

One-year frequency votes 50,596,296 votes Support for annual advisory vote on executive compensation

Auditor ratification votes 80,520,125 for Ratification of Deloitte & Touche LLP for 2026

Key Terms

Fourth Amended and Restated 2009 Stock Incentive Plan, restricted stock units, clawback provision, non-binding advisory vote, +1 more

5 terms

Fourth Amended and Restated 2009 Stock Incentive Plan financial

"ARMOUR’s stockholders approved ARMOUR’s Fourth Amended and Restated 2009 Stock Incentive Plan (the “Fourth A&R Plan”)"

restricted stock units financial

"provides for the granting of common stock, restricted shares, stock options, performance shares, performance units, restricted stock units, stock appreciation rights"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

clawback provision financial

"adds a clawback provision to clarify that any award granted under the Fourth A&R Plan may also provide for cancellation or forfeiture and repayment"

non-binding advisory vote regulatory

"approving, by a non-binding advisory vote, ARMOUR’s 2025 executive compensation; approving, by a non-binding advisory vote, the frequency"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes regulatory

"For 48,910,162 Against 2,512,562 Abstain 885,151 Broker Non-Votes 30,992,168"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________

FORM 8-K

______________

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 30, 2026

ARMOUR Residential REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland			001-34766			26-1908763
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201
Vero Beach,			Florida						32963
(Address of Principal Executive Offices)									(Zip Code)

(772) 617-4340

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading symbols

Name of Exchange on which registered

Preferred Stock, 7.00% Series C Cumulative Redeemable

ARR-PRC

New York Stock Exchange

Common Stock, $0.001 par value

ARR

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).        

Emerging growth company ☐

If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 30, 2026, at the 2026 annual meeting of stockholders (the “Annual Meeting”) of ARMOUR Residential REIT, Inc. (“ARMOUR”), ARMOUR’s stockholders approved ARMOUR’s Fourth Amended and Restated 2009 Stock Incentive Plan (the “Fourth A&R Plan”), which provides for the granting of common stock, par value $0.001 per share (“Common Stock”) of ARMOUR, restricted shares of Common Stock, stock options, performance shares, performance units, restricted stock units, stock appreciation rights and other equity-based and cash-based awards to directors, officers and other employees and other persons who provide services to ARMOUR (each an “Eligible Individual”). Prior to the approval by the stockholders of the Fourth A&R Plan, ARMOUR’s existing Third Amended and Restated Stock Incentive Plan (the “Plan”) provided for the grant of up to 800,000 shares of Common Stock. The Fourth A&R Plan increases by 1,000,000 the number of shares of Common Stock authorized for issuance under the Plan. As of March 19, 2026, there were 3,506 shares that remained available for grant under the Plan. The Fourth A&R Plan also amends the Plan as follows: it (i) proportionally lowers the maximum number of shares of Common Stock that may be subject to grants of certain awards to any one Eligible Individual in any fiscal year from 750,000 to 150,000 to reflect the one-for-five reverse stock split of ARMOUR’s Common Stock effected in September 2023, in accordance with the terms of the Plan, (ii) sets the effective date of the Fourth A&R Plan as April 30, 2026, the date of the Annual Meeting, (iii) establishes a ten year term such that the Fourth A&R Plan will terminate on the day immediately preceding the tenth anniversary of the Effective Date, or April 29, 2036, (iv) adds a clawback provision to clarify that any award granted under the Fourth A&R Plan may also provide for the cancellation or forfeiture of such award and repayment to ARMOUR of any shares of common stock issued under and/or any other benefit related to an award, consistent with the terms of ARMOUR’s Clawback Policy, (v) eliminates outdated Internal Revenue Code Section 162(m) provisions and (vi) reflects certain non-material updates. Other than as described above, the Plan has not been materially changed from its state immediately prior to the Annual Meeting.

The Fourth A&R Plan is described in more detail in Proposal 5 in ARMOUR’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2026 (the “Proxy Statement”). The descriptions of the Fourth A&R Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourth A&R Plan, a copy of which was filed as Appendix A to the Proxy Statement and is incorporated herein by reference.

Item 5.07.    Submission of Matters to a Vote of Security Holders.

ARMOUR held its Annual Meeting at 8:00 a.m. (EDT) on April 30, 2026, for the purpose of: (i) electing eight (8) directors to ARMOUR’s Board of Directors until its 2027 annual meeting of stockholders and until their successors are duly elected and qualified; (ii) ratifying the appointment of Deloitte & Touche LLP (“Deloitte”) as ARMOUR’s independent registered certified public accountants for fiscal year 2026; (iii) approving, by a non-binding advisory vote, ARMOUR’s 2025 executive compensation; (iv) approving, by a non-binding advisory vote, the frequency of stockholder advisory votes relating to ARMOUR's executive compensation; and (v) approving ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan. For more information on the proposals described below, please refer to the Proxy Statement. As of the record date of March 6, 2026, there were a total of 122,767,466 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 83,300,043 shares of Common Stock, or approximately 67.85% of the shares outstanding and entitled to vote at the Annual Meeting, were represented in person or by proxy; therefore, a quorum was present.

Proposal 1 — To elect eight (8) directors to ARMOUR’s Board of Directors until its 2027 annual meeting of stockholders and until their successors are duly elected and qualified.

The eight (8) nominees proposed by ARMOUR’s Board of Directors were each elected to serve as a director until ARMOUR’s annual meeting of stockholders to be held in 2027 and until his or her successor is duly elected and qualified. The voting results for each nominee were as follows.

Nominee			For			Against			Abstain			Broker Non-Votes
Scott J. Ulm			50,758,487			1,040,276			509,112			30,992,168
Daniel C. Staton			50,297,310			1,493,893			516,672			30,992,168
Marc H. Bell			45,506,867			6,198,598			602,410			30,992,168
Z. Jamie Behar			46,944,006			4,851,348			512,521			30,992,168
Carolyn Downey			45,682,919			6,078,954			546,002			30,992,168
Robert C. Hain			49,038,006			2,669,933			599,936			30,992,168
John P. Hollihan, III			49,740,156			2,023,781			543,938			30,992,168
Stewart J. Paperin			50,389,629			1,317,619			600,627			30,992,168

Proposal 2 — To ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for fiscal year 2026.

Stockholders voted to ratify the appointment of Deloitte as ARMOUR’s independent registered certified public accountants for the fiscal year ending December 31, 2026. The proposal received the following final voting results:

For			Against			Abstain
80,520,125			1,462,863			1,317,055

Proposal 3 — To approve, by a non-binding advisory vote, ARMOUR’s 2025 executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, ARMOUR’s 2025 executive compensation. The proposal received the following final voting results:

For			Against			Abstain			Broker Non-Votes
48,910,162			2,512,562			885,151			30,992,168

Proposal 4 — To approve, by a non-binding advisory vote, the frequency of stockholder advisory votes relating to ARMOUR's executive compensation.

Stockholders voted to approve, by a non-binding advisory vote, the frequency of future stockholder advisory votes relating to ARMOUR's executive compensation. The proposal received the following final voting results:

One (1) Year			Two (2) Years			Three (3) Years			Abstain
50,596,296			344,786			613,140			753,653

In accordance with Item 5.07(d) of Form 8-K, ARMOUR hereby discloses its intention to include in its proxy materials an advisory vote on its executive compensation every year in accordance with the results of the non-binding advisory vote on the frequency of the advisory vote on executive compensation at the Annual Meeting.

Proposal 5 — To approve ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan.

Stockholders voted to approve ARMOUR's Fourth Amended and Restated 2009 Stock Incentive Plan.

For			Against			Abstain			Broker Non-Votes
49,418,684			2,099,871			789,320			30,992,168

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.			Description
10.1			ARMOUR Residential REIT, Inc.’s Fourth Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Appendix A to ARMOUR’s Definitive Proxy Statement on Schedule 14A filed March 19, 2026).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 30, 2026

ARMOUR RESIDENTIAL REIT, INC.
By:			/s/ Gordon M. Harper
Name: Gordon M. Harper
Title: Chief Financial Officer

FAQ

What did ARMOUR (ARR) stockholders approve at the 2026 annual meeting?

Stockholders approved ARMOUR’s Fourth Amended and Restated 2009 Stock Incentive Plan, all eight director nominees, ratification of Deloitte as 2026 auditor, 2025 executive compensation by advisory vote, and an annual advisory vote frequency on executive pay.

How many additional shares does ARMOUR’s new stock incentive plan authorize?

The Fourth Amended and Restated 2009 Stock Incentive Plan increases by 1,000,000 the number of ARMOUR common shares authorized for issuance under the prior plan, expanding capacity for equity and cash-based awards to directors, officers, employees, and other service providers.

What level of shareholder participation did ARMOUR (ARR) report for the 2026 meeting?

ARMOUR reported that 83,300,043 shares were represented in person or by proxy, out of 122,767,466 common shares outstanding and entitled to vote as of March 6, 2026, meaning approximately 67.85% participation and confirming that a quorum was present for all proposals.

How often will ARMOUR hold advisory votes on executive compensation?

Stockholders favored an advisory vote on executive compensation every one year, with 50,596,296 votes for that option. ARMOUR disclosed its intention to include a say-on-pay vote annually in future proxy materials, aligning with the non-binding advisory frequency outcome.

Were ARMOUR’s 2025 executive compensation practices approved by shareholders?

Yes. Stockholders approved ARMOUR’s 2025 executive compensation in a non-binding advisory vote, with 48,910,162 votes for, 2,512,562 against, 885,151 abstentions, and 30,992,168 broker non-votes, indicating majority support for the disclosed compensation program for that year.

What changes besides added shares are in ARMOUR’s Fourth A&R 2009 Stock Incentive Plan?

The updated plan lowers per-person annual award limits to 150,000 shares to reflect a prior reverse split, sets an effective date of April 30, 2026, adds a clawback provision tied to ARMOUR’s policy, removes outdated tax code Section 162(m) language, and includes other non-material updates.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB