14 unchanged sentences
OTHER INFORMATION
−Removed: Amended and Restated Bylaws
−Removed: On February 22, 2022, our Board of Directors amended and restated the Company’s bylaws (the “Amended and Restated Bylaws”) to, among other things (i) reflect amendments to the Maryland General Corporation Law (the “MGCL”), (ii) address recent developments in public company governance, (iii) clarify certain corporate procedures and (iv) conform language and style to the language and style of the MGCL.
−Removed: Included among the amendments are procedures for stockholders to request a special meeting and enhanced procedures for the organization and conduct of stockholder meetings.
−Removed: The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to a copy of the Amended and Restated Bylaws filed as Exhibit 3.3 to this Annual Report on Form 10-K, which is incorporated by reference herein.
+Added: Not applicable.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2022 with the SEC pursuant to Regulation 14A under the Exchange Act.
+Added: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act within 120 days after the Company's fiscal year ended December 31, 2022.
EXECUTIVE COMPENSATION
−Removed: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2022 with the SEC pursuant to Regulation 14A under the Exchange Act.
+Added: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act within 120 days after the Company's fiscal year ended December 31, 2022.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
−Removed: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2022 with the SEC pursuant to Regulation 14A under the Exchange Act.
+Added: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act within 120 days after the Company's fiscal year ended December 31, 2022.
Equity compensation plan information
21 unchanged sentences
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
−Removed: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2022 with the SEC pursuant to Regulation 14A under the Exchange Act.
+Added: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act within 120 days after the Company's fiscal year ended December 31, 2022.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
−Removed: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed not later than April 30, 2022 with the SEC pursuant to Regulation 14A under the Exchange Act.
+Added: The information required by this item is incorporated herein by reference to the Company’s definitive proxy statement to be filed with the SEC pursuant to Regulation 14A under the Exchange Act within 120 days after the Company's fiscal year ended December 31, 2022.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
6 unchanged sentences
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.
−Removed: Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc.
+Added: Amended and Restated Bylaws of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.3 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 8, 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.
8 unchanged sentences
Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
−Removed: Management Agreement, dated June 29, 2011 by and between the Company and AG REIT Management, LLC
−Removed: Form of Indemnification Agreement, dated July 6, 2011, by and between the Company and the Company’s directors and officers, incorporated by reference to Exhibit 10.10 of Pre-Effective Amendment No.
+Added: Management Agreement, dated June 29, 2011 by and between the Company and AG REIT Management, LLC, incorporated by reference to Exhibit 10.1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on February 25, 2022.
+Added: Form of Amended and Restated Indemnification Agreement, dated May 2, 2022, by and between the Company and the Company’s directors and officers, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities and Exchange Commission on May 6, 2022.
Equity Distribution Agreement, dated May 5, 2017, by and among the Company and JMP Securities LLC, incorporated by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.
−Removed: Equity Distribution Agreement, dated May 5, 2017, by and among the Company and Credit Suisse Securities (USA) LLC, incorporated by reference to Exhibit 1.2 of th e Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.
+Added: Equity Distribution Agreement, dated May 5, 2017, by and among the Company and Credit Suisse Securities (USA) LLC, incorporated by reference to Exhibit 1.2 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2017.
Amendment No.
16 unchanged sentences
24.1* Power of Attorney (included on the signature page).
−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 Th omas 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.
15 unchanged sentences
February 27, 2023 By:
−Removed: Chief Executive Officer (Principal Executive Officer)
+Added: /s/ THOMAS J.
+Added: Chief Executive Officer and President (Principal Executive Officer)
POWER OF ATTORNEY
5 unchanged sentences
February 27, 2023 By:
−Removed: David Roberts
−Removed: Director, Chairman and Chief Executive Officer (Principal Executive Officer)
+Added: /s/ THOMAS J.
+Added: Director, Chief Executive Officer and President (Principal Executive Officer)
February 27, 2023 By:
3 unchanged sentences
February 27, 2023 By:
−Removed: /s/ THOMAS DURKIN
−Removed: Thomas Durkin
−Removed: Director, President
+Added: /s/ NICHOLAS SMITH
+Added: Nicholas Smith
+Added: Director, Chief Investment Officer
February 27, 2023 By:
/s/ DEBRA HESS
−Removed: February 25, 2022 By:
−Removed: /s/ JOSEPH LAMANNA
−Removed: Joseph LaManna
+Added: Non-Executive Chair, Director
February 27, 2023 By:
4 unchanged sentences
Dianne Hurley
+Added: February 27, 2023 By:
+Added: /s/ MATTHEW JOZOFF
+Added: Matthew Jozoff
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.