OTHER INFORMATION.
−Removed: 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.
−Removed: Among other things, our Amended and Restated Bylaws:
−Removed: • 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;
−Removed: • 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.
−Removed: 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.
+Added: Submission of Matters to a Vote of Security Holders - Results of 2023 Annual Meeting of Stockholders
+Added: On May 4, 2023, the Company held its 2023 annual meeting of stockholders, where the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:
+Added: Election of six directors to the Company's board of directors, with each director serving until the Company's 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified;
+Added: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023;
+Added: Approval, on an advisory basis, of the Company's executive compensation.
+Added: 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.
+Added: The vote tabulation for each proposal is as follows:
+Added: Election of Directors:
+Added: Director Votes For Votes Withheld Broker Non-Votes
+Added: Debra Hess 7,671,140 231,183 5,954,515
+Added: Durkin 7,730,673 171,650 5,954,515
+Added: Dianne Hurley 7,716,993 185,330 5,954,515
+Added: Matthew Jozoff 7,728,679 173,644 5,954,515
+Added: Peter Linneman 7,619,888 282,435 5,954,515
+Added: Nicholas Smith 7,652,912 249,411 5,954,515
+Added: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:
+Added: Votes For Votes Against Abstentions Broker Non-Votes
+Added: 13,550,428 187,614 118,796 —
+Added: Approval, on an advisory basis, of the Company's executive compensation:
+Added: Votes For Votes Against Abstentions Broker Non-Votes
+Added: 7,541,392 266,700 94,231 5,954,515
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
1 unchanged sentence
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, 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.
27 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: November 8, 2022 By:
+Added: May 5, 2023 By:
/s/ THOMAS J.
Chief Executive Officer and President (principal executive officer)
−Removed: November 8, 2022 By:
+Added: May 5, 2023 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.