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 18, 2022
Angel Oak Mortgage, Inc.
(Exact name of registrant as specified in its charter)
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| Maryland | 001-40495 | 37-1892154 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (404) 953-4900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value per share | AOMR | New York Stock Exchange |
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.
On May 18, 2022, Angel Oak Mortgage, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2022 Annual Meeting”) to (i) elect the nine (9) directors listed below, each to serve until the Company’s 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
At the close of business of March 21, 2022, the record date for the 2022 Annual Meeting, an aggregate of 25,085,796 shares of the Company’s common stock were issued and outstanding. At the 2022 Annual Meeting, 21,279,822 shares of common stock were represented in person or by proxy; therefore, a quorum was present.
At the 2022 Annual Meeting, the Company’s stockholders voted as follows:
(1) For the election of the below-named nominees to the Board of Directors of the Company:
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| Nominees | Number of Votes For | Number of Votes Withheld | Broker Non-Votes |
| Michael Fierman | 18,574,889 | 119,544 | 2,585,389 |
| Christine Jurinich | 14,763,378 | 3,931,055 | 2,585,389 |
| Craig Jones | 14,629,642 | 4,064,791 | 2,585,389 |
| Edward Cummings | 18,575,546 | 118,887 | 2,585,389 |
| Vikram Shankar | 18,575,545 | 118,888 | 2,585,389 |
| Michael Peck | 18,575,546 | 118,887 | 2,585,389 |
| Landon Parsons | 18,664,935 | 29,498 | 2,585,389 |
| W.D. (“Denny”) Minami | 18,664,935 | 29,498 | 2,585,389 |
| Jonathan Morgan | 18,668,142 | 26,291 | 2,585,389 |
(2) For the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:
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| Number of Votes For | | Number of Votes Against | | Abstentions |
| 21,272,346 | | 4,371 | | 3,105 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
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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| Date: May 18, 2022 | | ANGEL OAK MORTGAGE, INC. |
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| | By: /s/ Brandon Filson |
| | Name: Brandon Filson |
| | Title: Chief Financial Officer and Treasurer |
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