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, 2019 (May 2, 2019)
AG Mortgage Investment Trust, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-35151 | 27-5254382 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
245 Park Avenue, 26th floor
New York, New York 10167
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 692-2000
Not Applicable
(Former Name or Address, if Changed Since Last Report)
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:
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| | ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | ¨ | 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. ¨
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class: | | Trading Symbols: | | Name of each exchange on which registered: |
| Common Stock, $0.01 par value per share | | MITT | | New York Stock Exchange (NYSE) |
| 8.25% Series A Cumulative Redeemable Preferred Stock | | MITT PrA | | New York Stock Exchange (NYSE) |
| 8.00% Series B Cumulative Redeemable Preferred Stock | | MITT PrB | | New York Stock Exchange (NYSE) |
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2019 annual meeting of stockholders of AG Mortgage Investment Trust, Inc. (the “Company”) held on May 2, 2019, the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:
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| 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; |
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| 2. | ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019; and |
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| 3. | approval, on an advisory basis, of 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, and executive compensation was approved on an advisory basis.
The vote tabulation for each proposal is as follows:
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| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Arthur Ainsberg | | 19,106,213 | | 343,218 | | 8,265,594 |
| Andrew L. Berger | | 18,799,282 | | 650,149 | | 8,265,594 |
| T.J. Durkin | | 17,723,134 | | 1,726,297 | | 8,265,594 |
| Debra Hess | | 19,150,418 | | 299,013 | | 8,265,594 |
| Joseph LaManna | | 18,839,308 | | 610,123 | | 8,265,594 |
| Peter Linneman | | 18,834,239 | | 615,192 | | 8,265,594 |
| David N. Roberts | | 18,526,090 | | 923,341 | | 8,265,594 |
| Brian C. Sigman | | 16,304,983 | | 3,144,448 | | 8,265,594 |
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| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019: |
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 27,307,237 | | 363,182 | | 44,606 | | -0- |
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| 3. | Approval, on an advisory basis, of the Company���s executive compensation: |
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| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 18,663,919 | | 639,211 | | 146,301 | | 8,265,594 |
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.
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| | AG MORTGAGE INVESTMENT TRUST, INC. |
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| Date: May 7, 2019 | By: | /s/ Raul E. Moreno |
| | | Name: Raul E. Moreno |
| | | Title: General Counsel and Secretary |
