OTHER INFORMATION.
−Removed: Submission of Matters to a Vote of Security Holders - Results of 2022 Annual Meeting of Stockholders
−Removed: 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:
−Removed: 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;
−Removed: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022;
−Removed: Approval, on an advisory basis, of the Company's executive compensation.
−Removed: 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.
−Removed: The vote tabulation for each proposal is as follows:
−Removed: Election of Directors:
−Removed: Director Votes For Votes Withheld Broker Non-Votes
−Removed: Durkin 7,091,661 2,881,007 6,432,386
−Removed: Debra Hess 6,984,771 2,987,897 6,432,386
−Removed: Dianne Hurley 7,044,984 2,927,684 6,432,386
−Removed: Matthew Jozoff 9,786,801 185,867 6,432,386
−Removed: Peter Linneman 6,818,049 3,154,619 6,432,386
−Removed: David Roberts 7,143,322 2,829,346 6,432,386
−Removed: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 13,914,830 146,850 2,343,374 —
−Removed: Approval, on an advisory basis, of the Company's executive compensation:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 7,441,640 2,411,292 119,732 6,432,390
−Removed: Amended Form Indemnification Agreement
−Removed: 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.
−Removed: 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.
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
12 unchanged sentences
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.
−Removed: Form of Indemnification Agreement
+Added: Form of Indemnification Agreement, incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 6, 2022.
Certification of David N.
18 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: May 6, 2022 By:
+Added: August 5, 2022 By:
Chief Executive Officer (principal executive officer)
−Removed: May 6, 2022 By:
+Added: August 5, 2022 By:
/s/ ANTHONY W.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.