OTHER INFORMATION.
+Added: On November 3, 2022, our Board of Directors approved an amendment and restatement of our Bylaws (our "Amended and Restated Bylaws"), which became effective that same day.
+Added: Among other things, our Amended and Restated Bylaws:
+Added: • enhance disclosure and procedural requirements in connection with stockholder nominations of directors, including by (i) requiring any stockholder submitting a director nomination notice to represent as to whether such stockholder intends to solicit proxies in support of director nominees other than our nominees in accordance with Rule 14a-19 under the Exchange Act, (ii) requiring such nominating stockholder to provide reasonable evidence, at our request, that certain requirements of Rule 14a-19 have been satisfied, (iii) permitting us to disregard proxies or votes solicited for such stockholder's nominees if such stockholder fails to comply with requirements of Rule 14a-19, and (iv) incorporating other technical changes in light of the universal proxy rules adopted by the SEC;
+Added: • clarify that a stockholder is permitted to cast a vote by proxy filed in accordance with the procedures established by us if that proxy is (i) executed by such stockholder or its agent in a manner permitted by applicable law, (ii) compliant with Maryland law and our bylaws, and (iii) filed in accordance with the procedures established by us.
+Added: The preceding summary of our Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to, and should be read in connection with, the complete copy of our Amended and Restated Bylaws attached hereto as Exhibit 3.3 to this Quarterly Report on Form 10-Q and 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.
2 unchanged sentences
Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc.
−Removed: Inc., incorporated by reference to Exhibit 3.3 on Form 10-K filed with the Securities and Exchange Commission on February 25, 2022 .
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.
7 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, 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.
−Removed: Certification of David N.
−Removed: Roberts pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: Certification of Thomas J.
+Added: Durkin pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certification of Anthony W.
Rossiello pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
−Removed: Certification of David N.
−Removed: Roberts pursuant to Rule 13a-14(b) and 18 U.S.C.
+Added: Certification of Thomas J.
+Added: Durkin 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.
12 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: August 5, 2022 By:
−Removed: Chief Executive Officer (principal executive officer)
−Removed: August 5, 2022 By:
+Added: November 8, 2022 By:
+Added: /s/ THOMAS J.
+Added: Chief Executive Officer and President (principal executive officer)
+Added: November 8, 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.