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SEC Filings

AGNC INVESTMENT CORP. filed this Form DEFA14A on 04/09/2019
Entire Document
Responsiveness to Stockholder Feedback Our Board made significant changes to our executive compensation program and disclosure informed by feedback received from stockholders Stockholder Engagement Overview Percentage contacted for Percentage engaged Director Our Independent Chair and 53% engagement (represents 32% (represents 48% of shares Compensation Committee 80% of shares O/S held by O/S held by institutional Participation Chair participated in many institutional stockholders) stockholders) of these discussions What We Heard How We Are Addressing Amended CEO’s employment agreement to reallocate $2.7 million of Preference for greater portion of CEO compensation to target compensation from salary and annual cash bonus to be allocated to long-term incentive compensation and, performance-based long-term incentive awards within that component, greater portion in form of performance-based incentive awards Majority of total annual compensation is now in form of long-term incentives, two-thirds of which is performance-vesting Request for simplified scorecard Simplified metrics relative to 2018 scorecard Enhanced the disclosure around the process for setting metrics, including an annual evaluation Preference for increased disclosure regarding, and re- Certain 2018 financial metrics more rigorous than 2017 measures evaluation of, rigor of performance metrics with greater weight to financial performance Increased the rigor of certain performance metrics for 2019 further with even greater weight to financial performance Provided additional background in the proxy statement on the Desire for further clarification of peer construction limited availability of comparable peers due to lack of disclosure, process and challenges size, and unique business model Provided enhanced disclosure in the proxy statement on our Desire to better understand our business and industry business overview, value proposition and investment strategy 6

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