OTHER INFORMATION.
−Removed: Submission of Matters to a Vote of Security Holders - Results of 2024 Annual Meeting of Stockholders
−Removed: 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:
−Removed: 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;
−Removed: Ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024;
−Removed: Approval, on an advisory basis, of the Company's executive compensation;
−Removed: Selection, on an advisory basis, of the frequency of future advisory votes relating to executive compensation.
−Removed: 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.
−Removed: Election of Directors:
−Removed: Director Votes For Votes Withheld Broker Non-Votes
−Removed: Debra Hess 8,999,025 1,212,515 9,505,556
−Removed: Durkin 9,551,526 660,014 9,505,556
−Removed: Dianne Hurley 9,390,733 820,807 9,505,556
−Removed: Matthew Jozoff 9,536,396 675,144 9,505,556
−Removed: Christian Mitchell 9,547,506 664,034 9,505,556
−Removed: Quateman 9,542,983 668,557 9,505,556
−Removed: Peter Linneman 9,238,942 972,598 9,505,556
−Removed: Nicholas Smith 9,551,541 659,999 9,505,556
−Removed: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 19,065,346 515,150 136,600 —
−Removed: Approval, on an advisory basis, of the Company's executive compensation:
−Removed: Votes For Votes Against Abstentions Broker Non-Votes
−Removed: 8,795,793 1,069,538 346,209 9,505,556
−Removed: Selection, on an advisory basis, of the frequency of future advisory votes relating to executive compensation:
−Removed: Every Year Every Two Years Every Three Years Abstentions Broker Non-Votes
−Removed: 9,463,678 315,426 275,781 156,655 9,505,556
−Removed: 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.
19 unchanged sentences
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.
+Added: Second Supplemental Indenture, dated May 15, 2024, between AG Mortgage Investment Trust, Inc.
+Added: Bank Trust Company, National Association, as Trustee, incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on May 15, 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).
+Added: Form of 9.500% Senior Notes Due 2029 of AG Mortgage Investment Trust, Inc.
+Added: (attached as Exhibit A to the Second Supplemental Indenture, incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form 8-A12B, filed with the Securities and Exchange Commission on May 15, 2024).
Certification of Thomas J.
18 unchanged sentences
AG MORTGAGE INVESTMENT TRUST, INC.
−Removed: May 7, 2024 By:
+Added: August 6, 2024 By:
/s/ THOMAS J.
Chief Executive Officer and President (principal executive officer)
−Removed: May 7, 2024 By:
+Added: August 6, 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.