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SEC Filings

DEF 14A
AGNC INVESTMENT CORP. filed this Form DEF 14A on 11/04/2016
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PROPOSAL 1: APPROVAL OF THE AGNC INVESTMENT CORP. 2016 EQUITY AND INCENTIVE COMPENSATION PLAN

 

 

Eligibility

Any person who is selected by the Committee to receive an award under the 2016 Equity Plan and who is at that time an officer or other employee of the Company or any of its subsidiaries (including a person who has agreed to commence serving in such capacity within 90 days after the date of grant) is eligible to participate in the 2016 Equity Plan. In addition, certain persons who provide services to the Company or any of its subsidiaries that are equivalent to those typically provided by an officer or other employee (provided that such persons satisfy the Form S-8 definition of “employee”), and non-employee directors of the Company, may also be selected to participate in the 2016 Equity Plan. As of October 24, 2016, there were approximately 53 employees and 3 non-employee directors of the Company expected to participate in the 2016 Equity Plan.

Share Counting

The aggregate number of shares of Common Stock available for grant under the 2016 Equity Plan will be reduced by one share of Common Stock for every one share of Common Stock subject to an award granted under the 2016 Equity Plan. Common stock withheld by us, tendered or otherwise used to satisfy (up to but not exceeding) the minimum tax withholding obligation with respect to restricted shares, RSUs, performance shares, performance units, other stock-based awards under the 2016 Equity Plan or dividend equivalents paid with respect to awards made under the 2016 Equity Plan will be added (or added back, as applicable) to the aggregate number of shares of Common Stock available under the 2016 Equity Plan. The following shares of Common Stock will not be added (or added back, as applicable) to the aggregate share limit under the 2016 Equity Plan: (1) shares withheld by us, tendered or otherwise used in payment of an option’s exercise price; (2) shares withheld by us, tendered or otherwise used to satisfy tax withholding obligations with respect to options or SARs; and (3) shares that are repurchased by us with stock option proceeds. Further, all shares of Common Stock covered by SARs that are exercised and settled in shares, whether or not all shares of Common Stock covered by the SARs are actually issued to the participant upon exercise, will count against the aggregate number of shares available under the 2016 Equity Plan.

Types of Awards Under the 2016 Equity Plan

Pursuant to the 2016 Equity Plan, the Company may grant stock options (including “incentive stock options” as defined in Section 422 of the Code (“Incentive Stock Options”)), SARs, restricted shares, RSUs, performance shares, performance units, cash incentive awards, certain other awards based on or related to our Common Stock and dividend equivalents paid with respect to awards under the 2016 Equity Plan. Awards may be time vested or performance vested. Performance vested awards may be Qualified Performance-Based Awards but are not required to be. See the discussion below regarding Section 162(m) of the Code. The Committee may set conditions under which vesting may be accelerated.

Each grant of an award under the 2016 Equity Plan will be evidenced by an award agreement, agreements, or an evidence of award (in any case, an “Evidence of Award”), which will contain such terms and provisions as the Committee may determine, consistent with the 2016 Equity Plan. A brief description of the types of awards which may be granted under the 2016 Equity Plan is set forth below.

Stock Options: A stock option is a right to purchase shares of Common Stock at a certain price for a certain period of time upon exercise of the stock option. Stock options granted to an employee under the 2016 Equity Plan may consist of either an Incentive Stock Option, a non-qualified stock option that does not comply with those requirements, or a combination of both. Incentive Stock Options may only be granted to employees of the Company or certain of our related corporations. Except with respect to awards issued in substitution for, in conversion of, or in connection with an assumption of stock options held by awardees of an entity engaging in a

 

10    AGNC INVESTMENT CORP. – Proxy Statement


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