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 2, 2014 (April 30, 2014)

 

 

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)

 

 

 

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

At the 2014 annual meeting of stockholders of AG Mortgage Investment Trust, Inc. (the “Company”) held on April 30, 2014, 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 until his successor is elected and qualifies;

 

2.

ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2014; and

 

3.

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

Each of the seven 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:

 

1.

Election of Directors:

 

		Director		Votes For				Votes Withheld				Broker Non-Votes
		Arthur Ainsberg			13,363,021				204,712			9,303,896
		Andrew L. Berger			13,296,317				271,416			9,303,896
		Joseph LaManna			13,301,234				266,499			9,303,896
		Jonathan Lieberman			12,701,460				866,273			9,303,896
		Peter Linneman			13,273,017				294,716			9,303,896
		David Roberts			13,199,424				368,309			9,303,896
		Frank Stadelmaier			11,468,728				2,099,005			9,303,896

 

2.

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
		22,692,197		96,437		82,995		-0-

 

3.

Approval, on an Advisory Basis, of Executive Compensation:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
		13,226,703		239,988		101,042		9,303,896

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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.

Date: May 2, 2014