Edgar Filing: AG Mortgage Investment Trust, Inc.

Votes For

Votes Against

Abstentions

Broker Non-Votes

Form 8-K

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 7, 2015 (May 6, 2015)

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)

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the 2015 annual meeting of stockholders of AG Mortgage Investment Trust, Inc. (the “Company”) held on May 6, 2015, the Company’s stockholders voted on the following matters which were set forth in the notice for the meeting:

election of the board of directors, with each director serving a one-year term until his successor is elected and qualifies;

ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and

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:

Election of Directors:


Director	Votes For		Votes Withheld	Broker Non-Votes
Arthur Ainsberg		15,833,193	325,129	7,613,589
Andrew L. Berger		15,647,033	511,289	7,613,589
Joseph LaManna		15,676,745	481,577	7,613,589
Jonathan Lieberman		14,715,506	1,442,816	7,613,589
Peter Linneman		11,607,490	4,550,832	7,613,589
David N. Roberts		14,897,933	1,260,389	7,613,589
Frank Stadelmaier		13,036,030	3,122,292	7,613,589

Ratification of Appointment of Independent Registered Public Accounting Firm:

Approval, on an Advisory Basis, of Executive Compensation:


Votes For	Votes Against	Abstentions	Broker Non-Votes
15,308,905	269,318	152,090	7,613,589

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.