ADAM 8-K/A
Adamas Trust, Inc. (ADAM)
8-K/A
2024-06-25
For: 2024-06-24
View Original
Added on
April 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 24, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by New York Mortgage Trust, Inc. (the “Company”) with the United States Securities and Exchange Commission on June 24, 2024 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the matters voted on at the Company’s 2024 annual meeting of stockholders held on June 24, 2024 (the “Annual Meeting”). The sole purpose of this Amendment is to amend and restate Item 5.07 in the Original Form 8-K in its entirety to disclose the 17,401,202 broker non-votes associated with the election of the Company’s directors at the Annual Meeting. Except as set forth herein, no other modifications have been made to the Original Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On Monday, June 24, 2024, the Company held the Annual Meeting. There were 67,936,967 shares of common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 74.46% of the outstanding shares of common stock on April 18, 2024, 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 | 48,754,009 | 1,568,650 | 213,106 | 17,401,202 | ||||||||||
Michael B. Clement | 48,743,100 | 1,580,248 | 212,417 | 17,401,202 | ||||||||||
Audrey E. Greenberg | 48,785,833 | 1,542,057 | 207,875 | 17,401,202 | ||||||||||
Steven R. Mumma | 48,345,429 | 1,975,758 | 214,578 | 17,401,202 | ||||||||||
Steven G. Norcutt | 47,938,751 | 2,381,780 | 215,234 | 17,401,202 | ||||||||||
Lisa A. Pendergast | 48,618,039 | 1,705,672 | 212,054 | 17,401,202 | ||||||||||
Jason T. Serrano | 48,599,032 | 1,721,243 | 215,490 | 17,401,202 | ||||||||||
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 2025 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 | ||||||||
| 47,452,684 | 2,759,953 | 323,128 | 17,401,202 | ||||||||
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 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, 2024.
For | Against | Abstain | Broker Non-Votes | ||||||||
| 65,970,550 | 1,366,116 | 600,301 | 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, 2024.
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 25, 2024 | By: | /s/ Kristine R. Nario-Eng | ||||||
| Kristine R. Nario-Eng | ||||||||
| Chief Financial Officer | ||||||||