NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described below in Item 5.07 of this Current Report on Form
8-K (Form 8-K), on May 11, 2017 at the 2017 Annual Meeting of
Stockholders (the Annual Meeting) of New York Mortgage Trust,
Inc. (the Company), the stockholders of the Company approved,
among other things, the Companys 2017 Equity Incentive Plan (the
2017 Plan). The 2017 Plan will replace the Companys 2010 Stock
Incentive Plan (the 2010 Plan), which was terminated effective
upon stockholder approval of the 2017 Plan at the Annual Meeting.
However, any outstanding awards under the 2010 Plan will continue
in accordance with the terms of the 2010 Plan and any award
agreement executed in connection with such outstanding awards.
8-K (Form 8-K), on May 11, 2017 at the 2017 Annual Meeting of
Stockholders (the Annual Meeting) of New York Mortgage Trust,
Inc. (the Company), the stockholders of the Company approved,
among other things, the Companys 2017 Equity Incentive Plan (the
2017 Plan). The 2017 Plan will replace the Companys 2010 Stock
Incentive Plan (the 2010 Plan), which was terminated effective
upon stockholder approval of the 2017 Plan at the Annual Meeting.
However, any outstanding awards under the 2010 Plan will continue
in accordance with the terms of the 2010 Plan and any award
agreement executed in connection with such outstanding awards.
A brief description of the 2017 Plan is as follows:
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the 2017 Plan is administered by the Compensation Committee
(the Compensation Committee) of the Board of Directors (the Board) of the Company, except that with respect to awards made to non-employee directors, the 2017 Plan is administered by the Board; |
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the maximum number of shares of common stock to be issued
under the 2017 Plan is 5,570,000 shares; |
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if any shares covered by an award are not issued or are
forfeited, if an award is settled in cash or if an award otherwise terminates without issuance and delivery of any shares of common stock, then the number of shares of common stock that are forfeited, terminated or settled in cash will again be available for making awards under the 2017 Plan. Shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation to any award shall not be available for future grants or awards; |
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the award of stock options, stock appreciation rights,
unrestricted and restricted stock, restricted stock units, performance awards and other equity-based awards and incentive awards is permitted; |
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awards may be made under the 2017 Plan to the Companys
employees, employees of the Companys affiliates, non-employee directors and to any other individual who provides services to the Company or one of its affiliates and whose participation in the 2017 Plan is determined, by the Compensation Committee, to be in our best interests of the Company; |
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the 2017 Plan is designed to permit the Compensation
Committee to grant awards that qualify as performance-based for purposes of satisfying the conditions of Section 162(m) of the Internal Revenue Code of 1986, as amended; |
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any material amendment to the 2017 Plan is subject to
approval by the Companys stockholders; and |
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unless terminated earlier, the 2017 Plan will terminate on
May 11, 2027, but will continue to govern unexpired awards. |
The 2017 Plan previously had been approved, subject to
stockholder approval, by the Companys Board of Directors on March
23, 2017. The 2017 Plan became effective upon receipt of
stockholder approval on May 11, 2017 at the Annual Meeting
stockholder approval, by the Companys Board of Directors on March
23, 2017. The 2017 Plan became effective upon receipt of
stockholder approval on May 11, 2017 at the Annual Meeting
A detailed summary of the material features of the 2017 Plan
appears under the caption Proposal No. 3: Approval of the 2017
Equity Incentive Plan in the Companys Definitive Proxy Statement
on Schedule 14A for the Annual Meeting filed with the Securities
and Exchange Commission on March 28, 2017 (the Proxy Statement).
The detailed summary of the 2017 Plan and the information set
forth above do not purport to be complete and are qualified in
their entirety by reference to the full text of the 2017 Plan,
which is attached as Exhibit 10.1 to this report and is
incorporated herein by reference.
appears under the caption Proposal No. 3: Approval of the 2017
Equity Incentive Plan in the Companys Definitive Proxy Statement
on Schedule 14A for the Annual Meeting filed with the Securities
and Exchange Commission on March 28, 2017 (the Proxy Statement).
The detailed summary of the 2017 Plan and the information set
forth above do not purport to be complete and are qualified in
their entirety by reference to the full text of the 2017 Plan,
which is attached as Exhibit 10.1 to this report and is
incorporated herein by reference.
Also, on May 11, 2017, the Compensation Committee formally
approved the use of the Companys 2013 Incentive Compensation Plan
(as amended) (the Incentive Plan), for purposes of determining
the compensation of the Companys named executive officers for
performance in 2017. The Incentive Plan is unchanged from the
plan used to determine compensation for performance in 2016.
approved the use of the Companys 2013 Incentive Compensation Plan
(as amended) (the Incentive Plan), for purposes of determining
the compensation of the Companys named executive officers for
performance in 2017. The Incentive Plan is unchanged from the
plan used to determine compensation for performance in 2016.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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2017 Annual Meeting of Stockholders
The Company held its Annual Meeting in New York, New York on
Thursday, May 11, 2017. There were 91,448,286 shares of common
stock of the Company represented in person or by proxy at the
Annual Meeting, constituting approximately 81.76% of the
outstanding shares of common stock on March 16, 2017, the record
date for the Annual Meeting.
Thursday, May 11, 2017. There were 91,448,286 shares of common
stock of the Company represented in person or by proxy at the
Annual Meeting, constituting approximately 81.76% of the
outstanding shares of common stock on March 16, 2017, 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:
results of such voting are set forth below:
Proposal 1: To elect six directors to the Companys Board of
Directors.
Directors.
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Name
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For
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Withheld
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David R. Bock
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32,010,657
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3,491,269
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Michael B. Clement
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34,385,627
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1,116,299
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Kevin M. Donlon
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32,429,306
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3,072,620
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Alan L. Hainey
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29,837,296
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5,664,630
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Steven R. Mumma
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34,314,208
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1,187,718
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Steven G. Norcutt
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31,997,916
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3,504,010
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In addition, there were 55,946,360 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 2018 annual
meeting of stockholders and until his successor is duly elected
and qualified.
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 2018 annual
meeting of stockholders and until his successor is duly elected
and qualified.
Proposal 2: To approve, on an advisory basis, the compensation of
the Companys named executive officers.
the Companys named executive officers.
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For
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Against
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Abstain
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Broker Non-Votes
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30,986,215
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3,351,940
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1,163,771
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55,946,360
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At the Annual Meeting, stockholders approved, on an advisory
basis, the compensation of the Companys named executive officers.
This advisory vote is commonly referred to as a say-on-pay vote.
basis, the compensation of the Companys named executive officers.
This advisory vote is commonly referred to as a say-on-pay vote.
Proposal 3: To approve the adoption of the 2017 Plan.
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For
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Against
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Abstain
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Broker Non-Votes
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30,857,033
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3,587,134
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1,057,759
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55,946,360
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At the Annual Meeting, stockholders approved the 2017 Plan.
Proposal 4: To ratify, confirm and approve the selection of Grant
Thornton LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
Thornton LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
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For
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Against
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Abstain
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Broker Non-Votes
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88,339,908
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1,760,277
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1,348,101
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N/A
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At the Annual Meeting, stockholders ratified the appointment of
Grant Thornton LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
Grant Thornton LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed herewith this
Current Report on Form 8-K.
Current Report on Form 8-K.
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10.1
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New York Mortgage Trust, Inc. 2017 Equity Incentive
Plan. |
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. NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) Recent Trading Information
NEW YORK MORTGAGE TRUST, INC. (NASDAQ:NYMT) closed its last trading session up +0.02 at 6.12 with 534,182 shares trading hands.