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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 22, 2024

__________________________________________________

AGNC INVESTMENT CORP.

(Exact name of registrant as specified in its charter)

__________________________________________________


Delaware			001-34057			26-1701984
(State or Other Jurisdiction of Incorporation or Organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

7373 Wisconsin Avenue, 22nd Floor

Bethesda, Maryland 20814

(Address of principal executive offices)

Registrant’s telephone number, including area code:

(301) 968-9300

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:


☐						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 Symbol(s)

Name of Exchange on Which Registered

Common Stock, par value $0.01 per share

AGNC

The Nasdaq Global Select Market

Depositary shares of 7.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCN

The Nasdaq Global Select Market

Depositary shares of 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCM

The Nasdaq Global Select Market

Depositary shares of 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCO

The Nasdaq Global Select Market

Depositary shares of 6.125% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock

AGNCP

The Nasdaq Global Select Market

Depositary shares of 7.75% Series G Fixed-Rate Reset Cumulative
Redeemable Preferred Stock

AGNCL

The Nasdaq Global Select Market


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 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. o On April 18, 2024, AGNC Investment Corp.

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

(the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the Annual Meeting was February 23, 2024. As of the record date, a total of 695,684,990 shares of the Company’s common stock, par value $0.01 (“Common Stock”), were entitled to vote at the Annual Meeting. There were 477,073,426 shares of Common Stock present in person or by proxy at the Annual Meeting. Set forth below are the matters acted upon by the common stockholders and the final voting results of each such proposal.

1. Election of Directors. The Company’s common stockholders voted to elect nine (9) Director Nominees to hold office for a term of one (1) year and until his or her successor is duly elected and qualified.


Nominee			For						Against						Abstain						Non Votes
Donna J. Blank			247,056,651						4,071,387						2,363,873						223,581,515
Morris A. Davis			244,454,086						6,496,272						2,541,553						223,581,515
Peter J. Federico			246,943,103						4,066,313						2,482,495						223,581,515
John D. Fisk			246,132,855						4,895,296						2,463,760						223,581,515
Andrew A. Johnson, Jr.			246,752,911						4,216,298						2,522,702						223,581,515
Gary D. Kain			246,691,095						4,278,626						2,522,190						223,581,515
Prue B. Larocca			244,402,107						6,488,630						2,601,174						223,581,515
Paul E. Mullings			245,747,862						5,216,277						2,527,772						223,581,515
Frances R. Spark			247,101,856						3,937,118						2,452,937						223,581,515

2. Executive Compensation. The Company’s common stockholders voted on an advisory and non-binding basis in favor of approval of the advisory resolution on executive compensation.


For			Against			Abstain			Non Votes
233,594,079			14,989,616			4,908,216			223,581,515

3. Ratification of appointment of Ernst & Young LLP. The Company’s common stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent public accountant for the year ending December 31, 2024.


For			Against			Abstain			Non Votes
467,514,185			5,199,067			4,360,174			—

(d) Exhibits.

None.

SIGNATURE

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.


						AGNC INVESTMENT CORP.

Dated: April 22, 2024			By:			/s/ Kenneth Pollack
						Kenneth L. Pollack
						Executive Vice President, Chief Compliance Officer, General Counsel and Secretary