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April 30, 2013 /PRNewswire/ -- American Capital Agency Corp. (Nasdaq: AGNC) ("AGNC" or the "Company") announced that at its 2013 Annual Meeting of Stockholders held earlier today, its stockholders voted to approve the re-election of the Company's Board of Directors and the ratification of the Company's independent public accountants and to adjourn the meeting with respect to a proposed amendment to AGNC's certificate of incorporation to increase the number of authorized shares of preferred stock from 10,000,000 to 20,000,000 shares. The meeting will reconvene on
May 30, 2013, allowing stockholders additional time to vote on the amendment to its certificate of incorporation.
The charter amendment requires the affirmative vote of the holders of a majority of all shares of AGNC's common stock outstanding to pass, which is a higher voting standard than was required to approve the other proposals. In addition, brokers do not have discretionary authority to vote on the charter amendment and must receive voting instructions from beneficial owners of shares held in street name in order for the shares to be voted on the matter. Less than half of the Company's outstanding shares of common stock have been voted on this proposal and a significant percentage of these shares have been voted in favor of the proposal.
"The charter amendment proposal is a very important issue for the Company because it will provide the authorization necessary for us to be able to seek to optimize our capital structure over the long term, consistent with that typical of other REITs," stated
Malon Wilkus, the Chair and Chief Executive Officer of AGNC. "We are encouraged by the favorable support that we have received to date from our stockholders who have voted on the proposal. Given the higher voting standard and the non-routine nature of the proposal though, we want to make sure that all stockholders have sufficient time to vote their preferences. We encourage stockholders who have not yet executed a proxy to do so. This will help save us further solicitation costs on the proposal and ensure that they are represented."
During the period of the adjournment, AGNC will continue to solicit proxies from its stockholders with respect to the proposed charter amendment. Stockholders who have not already done so are encouraged to vote on the proposal. Stockholders who have already voted need not take any action on the proposal, although they may change their vote for the charter amendment by executing a new proxy, revoking a previously given proxy or attending the adjourned meeting and voting in person, as set forth in AGNC's proxy statement.