On April 22, 2019, the Board of Directors (the Board) of New York Mortgage Trust, Inc. (the Company) approved and adopted Amendment No. 2 to the Companys Amended and Restated Bylaws, as amended (Amendment No. 2). Effective as of April 22, 2019, Amendment No. 2 changes the voting standard for director elections from a plurality voting standard to a majority voting standard in uncontested elections (in which a nominee is elected only if the votes cast for his or her election exceed the votes cast against his or her election). Amendment No. 2 retains a plurality voting standard in contested elections, which includes an election in which, as of the date that is ten (10) days in advance of the date the Company files its definitive proxy statement, there are more nominees for election than positions on the Board to be filled by that election.

In connection with the change to the voting standard for director elections to a majority voting standard in uncontested elections, the Board also approved and adopted a Director Resignation Policy for the Company (the Director Resignation Policy) to which incumbent directors who fail to receive a majority of the votes cast in uncontested director elections are required to tender a letter of resignation to the Board within five (5) business days following certification of the stockholder vote, and the Nominating and Corporate Governance Committee of the Board (the Governance Committee) will make a recommendation to the Board on whether to accept or reject the resignation, or whether any other action should be taken. Taking into account the recommendation of the Governance Committee, the Board will determine whether to accept or reject any such resignation, or what other action should be taken within 120 days from the date of the stockholders meeting at which the election occurred, and the Company will report such decision in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.

The foregoing descriptions of Amendment No. 2 and the Director Resignation Policy do not purport to be complete and are qualified in their entirety by reference to the full text of Amendment No. 2, attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein, and the full text of the Director Resignation Policy, which will be posted in the Corporate Governance section of the Companys website at www.nymtrust.com.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith this Current Report on Form 8-K.

Filed herewith.

NEW YORK MORTGAGE TRUST INC Exhibit
EX-3.1 2 exhibit31.htm EXHIBIT 3.1 Exhibit Exhibit 3.1Amendment No. 2to Bylaws ofNew York Mortgage Trust,…
To view the full exhibit click here

About NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT)

New York Mortgage Trust, Inc. is a real estate investment trust. The Company is engaged in the business of acquiring, investing in, financing and managing primarily mortgage-related assets and financial assets. Its investment portfolio includes residential mortgage loans, including second mortgages and loans sourced from distressed markets, multi-family commercial mortgage-backed securities (CMBS), mezzanine loans to and preferred equity investments in owners of multi-family properties, equity and debt securities issued by entities that invest in residential and commercial real estate and commercial real estate-related debt investments, and Agency residential mortgage-backed securities (RMBS). It may also acquire and manage various other types of mortgage-related and financial assets, including non-Agency RMBS, collateralized mortgage obligations and securities issued by newly originated residential securitizations, including credit sensitive securities from these securitizations.