What changed in this filing

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Item 5. Other Information

2024-05-07 compared with 2023-11-09 · 37 added, 15 removed, 41 unchanged (56% of the section changed)

OTHER INFORMATION.

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.

Submission of Matters to a Vote of Security Holders - Results of Special Meeting of Stockholders

On November 7, 2023, the Company held a special meeting of stockholders (the "Special Meeting").

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.

A quorum of 10,276,993 shares were represented in person or by proxy at the Special Meeting.

The Company’s stockholders voted on the below matters which were set forth in the notice for the meeting.

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.

The vote tabulation for each proposal is as follows:

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").

Submission of Matters to a Vote of Security Holders - Results of 2024 Annual Meeting of Stockholders

On May 2, 2024, the Company held its 2024 annual meeting of stockholders, where the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:

Election of eight directors to the Company's board of directors, with each director serving until the Company's 2025 annual meeting of stockholders or until his or her successor is duly elected and qualified;

Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024;

Approval, on an advisory basis, of the Company's executive compensation;

Selection, on an advisory basis, of the frequency of future advisory votes relating to executive compensation.

Each of the eight nominees was elected, the appointment of Deloitte & Touche LLP as the independent registered public accounting firm was ratified, the executive compensation was approved on an advisory basis, and the Company's stockholders voted to hold an advisory vote on executive compensation each year.

Election of Directors:

Director Votes For Votes Withheld Broker Non-Votes

Debra Hess 8,999,025 1,212,515 9,505,556

Durkin 9,551,526 660,014 9,505,556

Dianne Hurley 9,390,733 820,807 9,505,556

Matthew Jozoff 9,536,396 675,144 9,505,556

Christian Mitchell 9,547,506 664,034 9,505,556

Quateman 9,542,983 668,557 9,505,556

Peter Linneman 9,238,942 972,598 9,505,556

Nicholas Smith 9,551,541 659,999 9,505,556

Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

Votes For Votes Against Abstentions Broker Non-Votes

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").

19,065,346 515,150 136,600 —

Approval, on an advisory basis, of the Company's executive compensation:

Votes For Votes Against Abstentions Broker Non-Votes

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.

8,795,793 1,069,538 346,209 9,505,556

Selection, on an advisory basis, of the frequency of future advisory votes relating to executive compensation:

Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes

9,463,678 315,426 275,781 156,655 9,505,556

Based on the stockholder voting results on this proposal and consistent with the recommendation of the Board as set forth in the Company's definitive proxy statement, the Company will hold the advisory vote on the Company's executive compensation every year until the next required non-binding advisory vote on the frequency of stockholder votes on executive compensation.

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.

Fourth Amendment to Management Agreement, dated as of August 8, 2023, by and between AG Mortgage Investment Trust, Inc.

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.

Indenture, dated as of October 2, 2017, by and between Western Asset Mortgage Capital Corporation and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 of Western Asset Mortgage Capital Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 3, 2017.

Second Supplemental Indenture, dated as of September 14, 2021, by and between Western Asset Mortgage Capital Corporation and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.2 of Western Asset Mortgage Capital Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 14, 2021.

Third Supplemental Indenture, dated as of December 6, 2023, by and among AG Mortgage Investment Trust, Inc., AGMIT Merger Sub, LLC, Western Asset Mortgage Capital Corporation and Computershare Trust Company, National Association, as successor to Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 6, 2023.

Form of 6.75% Convertible Senior Notes due 2024, attached as Exhibit A to the Second Supplemental Indenture filed as Exhibit 4.6 hereto, incorporated by reference to Western Asset Mortgage Capital Corporation's Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 14, 2021.

Indenture, dated January 26, 2024, between AG Mortgage Investment Trust, Inc.

Bank Trust Company, National Association, as Trustee, incorporated by reference to Exhibit 4.2 of the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024.

First Supplemental Indenture, dated January 26, 2024, between AG Mortgage Investment Trust, Inc.

Bank Trust Company, National Association, as Trustee, incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024.

Form of 9.500% Senior Notes Due 2029 of AG Mortgage Investment Trust, Inc.

(attached as Exhibit A to the First Supplemental Indenture, incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on January 26, 2024).

Certification of Thomas J.

18 unchanged sentences

AG MORTGAGE INVESTMENT TRUST, INC.

November 9, 2023 By:

May 7, 2024 By:

/s/ THOMAS J.

Chief Executive Officer and President (principal executive officer)

November 9, 2023 By:

May 7, 2024 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.

What changed 10-Q

Item 5. Other Information