UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): May 7, 2018 (May 2, 2018)

 

 

 

AG Mortgage Investment Trust, Inc.

 

 

 

Maryland   001-35151   27-5254382

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

245 Park Avenue, 26th floor

New York, New York 10167

(212) 692-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 
 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

At the 2018 annual meeting of stockholders of AG Mortgage Investment Trust, Inc. (the “Company”) held on May 2, 2018, the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:

 

1.election of the board of directors, with each director serving a one-year term and until his or her successor is elected and qualified;

 

2.ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018;

 

3.approval, on an advisory basis, of the Company’s executive compensation; and

 

4.recommendation, on an advisory basis, of the frequency of future advisory votes on the Company’s executive compensation.

 

Each of the eight nominees was elected, the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified, executive compensation was approved on an advisory basis, and “every year” was recommended by stockholders as the frequency of future advisory votes on executive compensation.

 

The vote tabulation for each proposal is as follows:

 

1.Election of Directors:

 

Director

   Votes For   Votes Withheld   Broker Non-Votes
Arthur Ainsberg   16,527,795   310,662   7,204,939
Andrew L. Berger   16,226,715   611,742   7,204,939
T.J. Durkin   15,330,866   1,507,591   7,204,939
Debra Hess   16,615,287   223,170   7,204,939
Joseph LaManna   16,404,122   434,335   7,204,939
Peter Linneman   16,339,721   498,736   7,204,939
David N. Roberts   16,150,612   687,845   7,204,939
Brian C. Sigman   14,256,528   2,581,929   7,204,939

 

2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
23,758,577   243,417   50,402   -0-

 

3.Approval, on an advisory basis, of the Company’s executive compensation:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
16,129,577   567,597   141,283   7,204,939

 

4.Recommendation of the frequency of future advisory votes on executive compensation:

 

Every Year   Two Years   Three Years   Abstain
16,370,813   111,577   174,735   181,332

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AG MORTGAGE INVESTMENT TRUST, INC.
       
       
Date: May 7, 2018 By:

/s/ Raul E. Moreno

  
    Name: Raul E. Moreno
    Title: General Counsel and Secretary