QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING
QUESTIONS AND ANSWERS
ABOUT THE SPECIAL MEETING AND VOTING
WHY DID I RECEIVE THESE PROXY MATERIALS?
Our Board of Directors is furnishing this proxy statement to you to solicit proxies on its behalf to be voted at the Special Meeting on December 9, 2016, at
9 a.m., Eastern Time, at the Hyatt Regency Bethesda, 7400 Wisconsin Avenue, Bethesda Maryland 20814. The proxies also may be voted at any postponement or adjournment of the meeting.
All properly executed written proxies, and all properly completed proxies submitted by telephone or by the internet, that are timely delivered pursuant to this
solicitation will be voted at the Special Meeting in accordance with the directions given in the proxy, unless the proxy is revoked before the completion of voting at the meeting.
WHAT ITEMS WILL BE CONSIDERED AND VOTED ON AT THE SPECIAL MEETING?
The proposal scheduled to be considered and voted on at the Special Meeting is approval of the AGNC 2016 Equity and Incentive Compensation Plan (the 2016
The Board of Directors, upon the recommendation of the Compensation and Corporate Governance Committee (the Compensation
Committee), unanimously approved the 2016 Equity Plan, subject to approval by our stockholders at the Special Meeting. The plan authorizes 10,000,000 shares available for grant.
The Board of Directors does not intend to bring other matters before the Special Meeting except items incidental to the conduct of the Special Meeting.
However, on all other matters properly brought before the meeting, or any postponement or adjournment thereof, by the Board of Directors or others, the persons named as proxies in the accompanying proxy card, or their substitutes, will vote in
accordance with their discretion.
WHAT IS A PROXY?
It is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a
written document, that document also is called a proxy or a proxy card. Peter Federico and Kenneth Pollack have been designated as proxies by the Board of Directors for the Special Meeting.
WHAT IS THE RECORD DATE AND WHAT DOES IT MEAN?
The record date for the Special Meeting was October 24, 2016 (the record date). The record date is established by the Board of Directors and only
common stockholders of record at the close of business on the record date are entitled to:
receive notice of the meeting; and
vote at the meeting and any postponement or adjournment of the meeting.
Each common stockholder of record on
the record date is entitled to one vote for each share of common stock held. On the record date, there were 331,046,077 shares of common stock outstanding.
WHAT IS THE DIFFERENCE BETWEEN A STOCKHOLDER OF RECORD AND A STOCKHOLDER WHO HOLDS STOCK IN STREET NAME?
If your shares of common stock are registered in
your name on the books and records of our transfer agent, you are a common stockholder of record.
If your shares of common stock are held for you through
an intermediary in the name of your broker, bank or other nominee, your shares are held in street name. The answer to Question 10 below describes brokers discretionary voting authority and when your broker, bank or other nominee is permitted
to vote your shares of common stock without instructions from you. For shares held through a