AG MORTGAGE INVESTME

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AG MORTGAGE INVESTMENT TRUST, INC. : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/23/2020 | 04:57pm

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(e) On June 19, 2020, AG Mortgage Investment Trust, Inc. (the "Company") held
its 2020 Annual Meeting of Stockholders (the "Annual Meeting"), at which the
Company's stockholders approved the Company's 2020 Equity Incentive Plan (the
"2020 Equity Incentive Plan"). The 2020 Equity Incentive Plan became effective
on April 15, 2020, upon the approval of the Company's stockholders at the Annual
Meeting (see Item 5.07 below).



The material features of the 2020 Equity Incentive Plan are described in the
Company's definitive proxy statement for the Annual Meeting filed on April 29,
2020
under the heading "Proposal 4. Approval of the AG Mortgage Investment
Trust, Inc.
2020 Equity Incentive Plan" and is incorporated herein by reference.
Such description is qualified in its entirety by reference to the 2020 Equity
Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.



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



As indicated above, on June 19, 2020, the Company held its Annual Meeting. 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 and until his or her successor is elected and qualified;



2. ratification of the appointment of PricewaterhouseCoopers LLP as the



Company's independent registered public accounting firm for the year ending



December 31, 2020;



3. approval, on an advisory basis, of the Company's executive compensation; and



4. approval of the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive



Plan.



Each of the five nominees was elected, the appointment of PricewaterhouseCoopers
LLP
as the independent registered public accounting firm was ratified, the
executive compensation was approved on an advisory basis, and the 2020 Equity
Incentive Plan was approved.



The vote tabulation for each proposal is as follows:



1. Election of Directors:



Director Votes For Votes Withheld Broker Non-Votes
T.J. Durkin 9,213,103 2,143,858 13,682,881
Debra Hess 10,824,916 532,045 13,682,881
Joseph LaManna 10,757,240 599,721 13,682,881
Peter Linneman 10,141,336 1,215,625 13,682,881
David N. Roberts 10,696,901 660,060 13,682,881






2. Ratification of the appointment of PricewaterhouseCoopers LLP as the
Company's independent registered public accounting firm for the year ending
December 31, 2020:



Votes For Votes Against Abstentions Broker Non-Votes
23,567,529 1,130,215 342,098 -0-



3. Approval, on an advisory basis, of the Company's executive compensation:



Votes For Votes Against Abstentions Broker Non-Votes
9,851,007 1,138,119 367,835 13,682,881



4. Approval of the 2020 Equity Incentive Plan:



Votes For Votes Against Abstentions Broker Non-Votes
10,015,096 1,112,075 229,790 13,682,881



--------------------------------------------------------------------------------



Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit No. Description
10.1 AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan








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