OTHER INFORMATION.
+Added: During the three months ended September 30, 2023, no director or officer of the Company adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
+Added: Submission of Matters to a Vote of Security Holders - Results of Special Meeting of Stockholders
+Added: On November 7, 2023, the Company held a special meeting of stockholders (the "Special Meeting").
+Added: As of September 22, 2023, the record date for the Special Meeting, there were 20,219,246 shares of common stock of the Company entitled to vote at the Special Meeting.
+Added: A quorum of 10,276,993 shares were represented in person or by proxy at the Special Meeting.
+Added: The Company’s stockholders voted on the below matters which were set forth in the notice for the meeting.
+Added: The Common Stock Issuance Proposal was approved and sufficient votes were received to approve the Adjournment Proposal, but such adjournment was not necessary in light of the approval of the Common Stock Issuance Proposal.
+Added: The vote tabulation for each proposal is as follows:
+Added: A proposal to approve the issuance of shares of the Company's common stock, par value $0.01 per share, pursuant to the Agreement and Plan of Merger, dated as of August 8, 2023, as amended or modified from time to time, by and among the Company, Western Asset Mortgage Capital Corporation, a Delaware corporation ("WMC"), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT ("Merger Sub"), and, solely for the limited purposes set forth therein AG REIT Management, LLC, a Delaware limited liability company and the external manager of the Company, pursuant to which WMC will merge with and into Merger Sub, with Merger Sub continuing as the surviving entity of the Merger (the "Common Stock Issuance Proposal").
+Added: Votes For Votes Against Abstentions Broker Non-Votes
+Added: A proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies for the approval of the Common Stock Issuance Proposal (the "Adjournment Proposal").
+Added: Votes For Votes Against Abstentions Broker Non-Votes
+Added: Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and, solely for the limited purposes set forth therein, AG REIT Management, LLC, incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 9, 2023.
Articles of Amendment and Restatement of AG Mortgage Investment Trust, Inc., incorporated by reference to Exhibit 3.1 of Amendment No.
11 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.
+Added: Fourth Amendment to Management Agreement, dated as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc.
+Added: and AG REIT Management, LLC, incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 9, 2023.
Certification of Thomas J.
18 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: August 9, 2023 By:
+Added: November 9, 2023 By:
/s/ THOMAS J.
Chief Executive Officer and President (principal executive officer)
−Removed: August 9, 2023 By:
+Added: November 9, 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.