AGNC Investment (AGNC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 17, 2025, to be held virtually, with voting on key proposals including director elections, an amendment to increase authorized common stock, executive compensation, and auditor ratification.

• Company focuses on generating long-term shareholder returns through investments in agency mortgage-backed securities, with a $73.3B portfolio and $9.8B in equity as of December 31, 2024.

• Since its 2008 IPO, the company has delivered a 389% total stock return and declared over $14B in dividends.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for one-year terms, amending the certificate of incorporation to increase authorized common stock from 1.5B to 2.25B shares, an advisory resolution on executive compensation, and ratification of Ernst & Young LLP as independent public accountant for 2025.

• Board recommends approval of all proposals.

• The increase in authorized shares is intended to provide flexibility for future capital raising and investment opportunities.

Board of directors and corporate governance

• Board consists of nine members, seven of whom are independent, with an average tenure of 7.8 years and 56% diversity (three women, two racially diverse members).

• Board leadership is separated between an Executive Chair and a Lead Independent Director/Vice Chair, with robust independent oversight.

• Committees include Audit, Compensation & Corporate Governance, and Executive, all with independent chairs.

• Annual director elections by majority vote, with a resignation policy for directors not receiving majority support.

• No stockholder rights plan or poison pill; strong stock ownership guidelines and anti-hedging/pledging policies in place.