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): October 19, 2023
Angel Oak Mortgage REIT, 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).
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| Emerging growth company | ☐ |
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| 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On October 18, 2023, the Board of Directors (the “Board”) of Angel Oak Mortgage REIT, Inc. (the “Company”) appointed Noelle J. Savarese as a director, effective October 18, 2023, with a term expiring at the 2024 annual meeting of the Company’s stockholders. Ms. Savarese fills a vacant seat which was created due to the resignation of a previous Board member in July 2023. The Board has determined that Ms. Savarese is “independent” under the corporate governance standards of the New York Stock Exchange.
Ms. Savarese will receive compensation for her service as a non-employee director in accordance with the Company’s annual director compensation program, as described under the heading “Corporate Governance Matters – Director Compensation” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on April 6, 2023, on a prorated basis with respect to the cash retainer and compensation. Ms. Savarese has also entered into an indemnification agreement in substantially the same form as the indemnification agreement filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-11 (File No. 333-256301) filed with the SEC on June 8, 2021. In connection with Ms. Savarese’s appointment to the Board, the Board appointed Ms. Savarese to serve as a member of the Affiliated Transactions and Risk Committee and as a member of the Audit Committee of the Board.
There are no arrangements or understandings between Ms. Savarese and any other persons pursuant to which Ms. Savarese was selected as a director, and there have been no transactions since the beginning of the Company’s last fiscal year, or that are currently proposed, regarding Ms. Savarese that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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: October 19, 2023 | | | ANGEL OAK MORTGAGE REIT, INC. |
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| | | By: /s/ Brandon Filson |
| | | Name: Brandon Filson |
| | | Title: Chief Financial Officer and Treasurer |
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