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SEC Filings

AGNC INVESTMENT CORP. filed this Form DEF 14A on 11/04/2016
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compensation, and/or (iii) profits from stock sales, received in the 12 month period following the filing of financial statements that were later required to be restated due to the misconduct. We will also implement the incentive compensation “clawback” provisions mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 in accordance with the requirements of that Act once final rules have been adopted. These clawback policies will apply to compensation paid to our executive officers following the Internalization.

Severance Protection under the Employment Agreements

The employment agreements with Messrs. Kain, Federico and Kuehl include certain severance payments and benefits in the event that their employment is terminated without “cause” or for “good reason” (as well as in the event of their death or “disability”) as each term is defined in each respective employment agreement. No severance is provided for a voluntary termination (not for good reason) or involuntary termination for cause. The employment agreements also provide certain post-employment covenants, including customary non-solicitation and non-competition covenants and customary non-disparagement and confidentiality restrictions.

Pursuant to the terms of her employment arrangement, Ms. Bell will receive certain severance payments in the event of her termination without cause, as such term is defined in the employment letter. In connection with the Internalization, Ms. Bell received a retention bonus award which will vest in equal amounts on March 1, 2017 and March 1, 2018. If Ms. Bell’s employment is terminated by AMM without cause (as such term is defined in the retention bonus grant letter) prior to either vesting date, she would be entitled to receive the full retention bonus that had not been previously paid.

The Compensation Committee believes that these severance and retention provisions serve the interests of stockholders by encouraging stability among our management team as we transition to an internally managed business model.

Section 162(m) Considerations

Section 162(m) of the Code generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year to an executive officer who is named in the Summary Compensation Table. Exceptions are made for qualified performance-based compensation, among other things. In structuring our compensation programs, the Compensation Committee considers this Section 162(m) exception; however, the Compensation Committee does not believe that it is necessarily in our best interests and the best interests of our stockholders for all compensation to meet the requirements of Section 162(m) for deductibility. As a result, the Compensation Committee has determined that it is appropriate at times to make compensation awards that are non-deductible under Section 162(m). Further, because of ambiguities and uncertainties under Section 162(m), we cannot give any assurance that compensation that we intend to satisfy the requirements for deductibility under Section 162(m) will in fact be deductible.

Report of the Compensation and Corporate Governance Committee

Our Compensation and Corporate Governance Committee reviewed and discussed with our management the “Compensation Discussion and Analysis” contained in this proxy statement. Based on that review and discussions, our Compensation and Corporate Governance Committee recommends to the Board of Directors that the “Compensation Discussion and Analysis” be included in this proxy statement.

By the Compensation and Corporate

Governance Committee:

Morris A. Davis, Chair

Prue B. Larocca

Larry K. Harvey


28    AGNC INVESTMENT CORP. – Proxy Statement

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