Item 5. Other Information
ITEM 5. OTHER INFORMATION.
Submission of Matters to a Vote of Security Holders - Results of 2022 Annual Meeting of Stockholders
On May 2, 2022, the Company held its 2022 annual meeting of stockholders, where the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:
1. Election of six directors to the Company's board of directors, with each director serving until the Company's 2023 annual meeting of stockholders and until his or her successor is duly elected and qualified;
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022; and
3. Approval, on an advisory basis, of the Company's executive compensation.
Each of the six nominees was elected, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified, and the executive compensation was approved on an advisory basis. The vote tabulation for each proposal is as follows:
1. Election of Directors:
Director Votes For Votes Withheld Broker Non-Votes
T.J. Durkin 7,091,661 2,881,007 6,432,386
Debra Hess 6,984,771 2,987,897 6,432,386
Dianne Hurley 7,044,984 2,927,684 6,432,386
Matthew Jozoff 9,786,801 185,867 6,432,386
Peter Linneman 6,818,049 3,154,619 6,432,386
David Roberts 7,143,322 2,829,346 6,432,386
2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
Votes For Votes Against Abstentions Broker Non-Votes
13,914,830 146,850 2,343,374 —
3. Approval, on an advisory basis, of the Company's executive compensation:
Votes For Votes Against Abstentions Broker Non-Votes
7,441,640 2,411,292 119,732 6,432,390
Amended Form Indemnification Agreement
On May 2, 2022, we entered into amended and restated indemnification agreements (each, an “Indemnification Agreement”) with each of our directors and officers (each, an “Indemnitee”) to, among other things (i) provide the Indemnitee with the most comprehensive indemnification permissible under the Maryland General Corporation Law (the “MGCL”), (ii) provide additional clarity, and (iii) conform language and style to the language and style of the MGCL.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to a copy of the form of Indemnification Agreement filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, which is incorporated by reference herein.
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ITEM 6. EXHIBITS.
Exhibit
No.
Description
3.1
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No. 2 to the Company's Registration Statement on Form S-11, filed with the Securities and Exchange Commission on April 18, 2011 ("Pre-Effective Amendment No. 2").
3.2
Articles of Amendment to Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.
3.3
Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc. Inc., incorporated by reference to Exhibit 3.3 on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022 .
3.4
Articles Supplementary of 8.25% Series A Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.
3.5
Articles Supplementary of 8.00% Series B Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012.
3.6
Articles Supplementary of 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, incorporated by reference to Exhibit 3.5 of the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019.
3.7
Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2021.
3.8
Articles of Amendment of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2021.
4.1
Specimen Common Stock Certificate of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 4.1 on Form 10-Q filed with the Securities and Exchange Commission on May 7, 2021 .
4.2
Specimen 8.25% Series A Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 2, 2012.
4.3
Specimen 8.00% Series B Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 24, 2012.
4.4
Specimen 8.000% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock Certificate, incorporated by reference to Exhibit 3.9 of the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on September 16, 2019.
10.1 *
Form of Indemnification Agreement
31.1 *
Certification of David N. Roberts pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *
Certification of Anthony W. Rossiello pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *
Certification of David N. Roberts pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2 *
Certification of Anthony W. Rossiello pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL)
* Filed herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AG MORTGAGE INVESTMENT TRUST, INC.
May 6, 2022 By: /s/ DAVID N. ROBERTS
David N. Roberts
Chief Executive Officer (principal executive officer)
May 6, 2022 By: /s/ ANTHONY W. ROSSIELLO
Anthony W. Rossiello
Chief Financial Officer (principal financial
officer and principal accounting officer)
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