New York Mortgage Trust Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$NYMT
Real Estate Investment Trusts
Real Estate
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): June 12, 2025
(Exact name of registrant as specified in its charter)
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(Address and zip code of
principal executive offices)
Registrant’s telephone number, including area code: (212 ) 792-0107
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (§230.405 of this chapter) or Rule 12b-2 under the Exchange Act (§240.12b-2 of this chapter).
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
2025 Annual Meeting of Stockholders
On Thursday, June 12, 2025, New York Mortgage Trust, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). There were 68,337,163 shares of common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 75.67% of the outstanding shares of common stock on April 17, 2025, 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:
Proposal 1: To elect seven directors to the Company’s Board of Directors.
Name | For | Against | Abstain | Broker Non-Votes | ||||||||||
Eugenia R. Cheng | 51,511,160 | 1,313,374 | 229,443 | 15,283,186 | ||||||||||
Michael B. Clement | 51,511,237 | 1,320,883 | 221,857 | 15,283,186 | ||||||||||
Audrey E. Greenberg | 51,324,090 | 1,505,296 | 224,591 | 15,283,186 | ||||||||||
Steven R. Mumma | 51,170,635 | 1,660,107 | 223,235 | 15,283,186 | ||||||||||
Steven G. Norcutt | 50,778,730 | 2,054,338 | 220,909 | 15,283,186 | ||||||||||
Lisa A. Pendergast | 51,299,694 | 1,529,965 | 224,318 | 15,283,186 | ||||||||||
Jason T. Serrano | 51,523,089 | 1,322,408 | 208,480 | 15,283,186 | ||||||||||
At the Annual Meeting, all director nominees were duly elected. Each of the individuals named in the above table will serve as a director until the 2026 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
Proposal 2: To approve, on an advisory basis, the compensation of the Company’s named executive officers.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 50,840,821 | 1,801,297 | 411,859 | 15,283,186 | ||||||||
At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. This advisory vote is commonly referred to as a “say-on-pay vote.”
Proposal 3: To approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named executive officers.
1 Year | 2 Years | 3 Years | Abstain | ||||||||
| 51,785,971 | 225,507 | 699,998 | 342,501 | ||||||||
At the Annual Meeting, a majority of the votes cast on Proposal 3, which is commonly referred to as a “say-on-frequency vote,” were cast in favor of holding future say-on-pay votes annually. In light of the outcome of this advisory vote, the Board has determined that future say-on-pay votes will be submitted to stockholders annually until the next required say-on-frequency vote. The Company is required to conduct an advisory vote on the frequency of future advisory votes on named executive officer compensation every six years.
Proposal 4: To ratify, confirm and approve the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 66,739,399 | 1,047,563 | 550,201 | N/A | ||||||||
At the Annual Meeting, stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Item 8.01. Other Events.
On June 12, 2025, the Board of Directors of the Company (the “Board”) unanimously reappointed Steven G. Norcutt to serve as Lead Independent Director. The Board also unanimously reappointed Steven R. Mumma to serve as Chairman of the Board.
On June 12, 2025, the Company issued a press release (the “Press Release”) announcing that the Board declared a regular quarterly cash dividend on the Company’s common stock for the quarter ending June 30, 2025. The Company also announced in the Press Release that the Board declared cash dividends on the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, the Company’s 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, the Company’s 6.875% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and the Company’s 7.000% Series G Cumulative Redeemable Preferred Stock for the dividend period that began on April 15, 2025 and ends on July 14, 2025.
A copy of the Press Release is filed with this Current Report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibit is being filed with this Current Report on Form 8-K.
| Exhibit No. | Description | |||||||||||||
| Press release dated as of June 12, 2025. | ||||||||||||||
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NEW YORK MORTGAGE TRUST, INC. | ||||||||
| (Registrant) | ||||||||
| Date: June 12, 2025 | By: | /s/ Kristine R. Nario-Eng | ||||||
| Kristine R. Nario-Eng | ||||||||
| Chief Financial Officer | ||||||||