Date of Report (Date of earliest event reported): June 6, 2022
NEW YORK MORTGAGE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
001-32216
47-0934168
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
90 Park Avenue
New York, New York10016
(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (212) 792-0107
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:
☐ 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:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
NYMT
NASDAQ
Stock Market
8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference
NYMTN
NASDAQ
Stock Market
7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference
NYMTM
NASDAQ
Stock Market
6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference
NYMTL
NASDAQ
Stock Market
7.000% Series G Cumulative Redeemable Preferred Stock, par value $0.01 per share, $25.00 Liquidation Preference
NYMTZ
NASDAQ
Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§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.
2022 Annual Meeting of Stockholders
On Monday, June 6, 2022, New York Mortgage Trust, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). There were 293,032,489 shares of common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 76.86% of the outstanding shares of common stock on April 14, 2022, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: To elect seven directors to the Company’s Board of Directors.
Name
For
Against
Abstain
Eugenia R. Cheng
209,747,621
2,698,750
1,141,714
Michael B. Clement
207,021,916
5,288,642
1,277,527
Audrey E. Greenberg
209,182,582
3,145,959
1,259,544
Steven R. Mumma
207,349,438
4,922,924
1,315,723
Steven G. Norcutt
206,191,370
6,095,116
1,301,599
Lisa A. Pendergast
207,925,300
4,584,997
1,077,788
Jason T. Serrano
209,062,624
3,209,377
1,316,084
In addition, there were 79,444,404 broker non-votes associated with the election of the directors. All director nominees were duly elected at the Annual Meeting. Each of the individuals named in the above table will serve as a director until the 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For
Against
Abstain
Broker Non-Votes
204,124,211
7,239,604
2,224,270
79,444,404
At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. This advisory vote is commonly referred to as a “say-on-pay vote.”
Proposal 3: To ratify, confirm and approve the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
For
Against
Abstain
Broker Non-Votes
287,746,722
2,798,834
2,486,933
N/A
At the Annual Meeting, stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Item 8.01.Other Events.
On June 6, 2022, the Board of Directors of the Company (the “Board”) unanimously appointed Steven G. Norcutt to serve as Lead Independent Director, effective immediately. The Board also unanimously reappointed Steven R. Mumma to serve as Chairman of the Board.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
