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 shares, executive compensation, and auditor ratification.

• Company focuses on providing private capital to the U.S. housing market 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

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

• Board recommends voting in favor of all proposals.

• Increasing 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; average tenure is 7.8 years, with 56% diversity (three women, two racially diverse members).

• Board leadership is separated between Executive Chair and CEO, with a Lead Independent Director empowered with significant duties.

• Committees (Audit, Compensation & Corporate Governance, Executive) are composed entirely of independent directors.

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

• No stockholder rights plan or poison pill; robust stockholder engagement and annual board self-evaluations.