NEW YORK MORTGAGE TRUST INC (Form: 8-K, Received: 06/14/2021 16:18:39)

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 14, 2021

NEW YORK MORTGAGE TRUST, INC.

(Exact name of registrant as specified in its charter)


Maryland	001-32216	47-0934168
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

90 Park Avenue

New York, New York 10016

(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:

☐ 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))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01 per share

NYMT

NASDAQ

Stock Market

7.75% Series B Cumulative Redeemable Preferred Stock,

NYMTP

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

7.875% Series C Cumulative Redeemable Preferred Stock,

NYMTO

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

8.000% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

NYMTN

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock,

NYMTM

NASDAQ

Stock Market

par value $0.01 per share, $25.00 Liquidation Preference

Item 5.02. 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, on June 14, 2021 at the 2021 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 Second Amendment (the “Second Amendment”) to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (as amended by the First Amendment to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan and the Second Amendment, the “2017 Plan”), which Second Amendment increased the number of shares of the Company’s common stock that may be issued under the 2017 Plan by 30,000,000 shares. The maximum number of shares of common stock that may be issued under the 2017 Plan is now 43,170,000.

The Second Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors (the “Board”) on April 19, 2021. The Second Amendment became effective upon receipt of stockholder approval on June 14, 2021 at the Annual Meeting.

A detailed summary of the material features of the 2017 Plan appears under the caption “Proposal No. 3: Approval of an Amendment to the Company’s 2017 Equity Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on April 28, 2021. The description of the Second Amendment herein is qualified by its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

2021 Annual Meeting of Stockholders

On Monday, June 14, 2021, the Company held its Annual Meeting. There were 276,740,573 shares of common stock of the Company present or represented by proxy at the Annual Meeting, constituting approximately 72.96% of the outstanding shares of common stock on April 19, 2021, 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
David R. Bock	182,035,088	15,908,845	1,339,386
Michael B. Clement	196,104,273	1,833,940	1,345,106
Alan L. Hainey	185,351,623	12,576,226	1,355,470
Steven R. Mumma	191,291,450	6,556,102	1,435,767
Steven G. Norcutt	192,371,221	5,513,427	1,398,671
Lisa A. Pendergast	190,569,130	7,354,903	1,359,286
Jason T. Serrano	189,195,269	8,697,202	1,390,848

In addition, there were 77,457,254 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 2022 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
190,037,898	7,466,458	1,778,963	77,457,254

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 the adoption of the Second Amendment to the Company’s 2017 Equity Incentive Plan.


For	Against	Abstain	Broker Non-Votes
185,311,803	12,578,531	1,392,985	77,457,254

At the Annual Meeting, stockholders approved the adoption of the Second Amendment to the Company’s 2017 Equity Incentive Plan.

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, 2021.


For	Against	Abstain	Broker Non-Votes
271,375,698	2,017,877	3,346,998	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, 2021.

Item 8.01. Other Events.

On June 14, 2021, 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, 2021. The Company also announced in the Press Release that the Board declared cash dividends on the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock, the Company’s 7.875% Series C Cumulative Redeemable Preferred Stock, the Company’s 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and the Company’s 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for the dividend period that began on April 15, 2021 and ends on July 14, 2021.

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 exhibits are being filed herewith this Current Report on Form 8-K.


Exhibit No.						Description
10.1						Amendment No. 2 to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan.
99.1						Press release dated June 14, 2021.
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 14, 2021	By:	/s/ Kristine R. Nario-Eng
		Kristine R. Nario-Eng
		Chief Financial Officer

Exhibit 10.1

SECOND AMENDMENT TO THE

NEW YORK MORTGAGE TRUST, INC.

2017 EQUITY INCENTIVE PLAN

This Second Amendment to the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan (as amended from time to time, the “2017 Equity Incentive Plan”), is made and adopted by New York Mortgage Trust, Inc., a Maryland corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company previously adopted the 2017 Equity Incentive Plan, under which the Company is authorized to grant equity-based incentive awards to certain employees and other service providers of the Company and its affiliates;

WHEREAS, Article XVIII of the 2017 Equity Incentive Plan provides that the Company’s board of directors (the “Board”) may amend the 2017 Equity Incentive Plan from time to time, except that any amendment to materially increase the number of shares of common stock of the Company (the “Shares”) that may be issued under the 2017 Equity Incentive Plan must be approved by the stockholders of the Company; and

WHEREAS, the Board now desires to amend the 2017 Equity Incentive Plan to increase the number of Shares available for awards under the 2017 Equity Incentive Plan by 30,000,000 Shares, subject to approval by the stockholders of the Company.

NOW, THEREFORE, BE IT RESOLVED, that, the 2017 Equity Incentive Plan shall be amended, effective as of April 19, 2021, subject to approval by the Company’s stockholders, as set forth below:

1. Section 5.02 of the 2017 Equity Incentive Plan is hereby deleted and replaced in its entirety with the following:

Aggregate Limit.

Subject to adjustment as provided under Article XIV, the maximum aggregate number of shares of Common Stock that may be delivered with respect to Awards under the Plan (and the maximum aggregate number of shares of Common Stock that may be issued under the Plan through incentive stock options granted under the Plan) is equal to 43,170,000 shares.

FURTHER RESOLVED, that, except as amended hereby, the 2017 Equity Incentive Plan shall continue to read in the current state and is specifically ratified and reaffirmed.

[Remainder of Page Intentionally Blank]

New York Mortgage Trust Declares Second Quarter

2021 Common Stock Dividend of $0.10 Per Share, and Preferred Stock Dividends

NEW YORK, NY - June 14, 2021 (GLOBE NEWSWIRE) - New York Mortgage Trust, Inc. (Nasdaq: NYMT) (the “Company”) announced today that its Board of Directors (the “Board”) declared a regular quarterly cash dividend of $0.10 per share on shares of its common stock for the quarter ending June 30, 2021. The dividend will be payable on July 26, 2021 to common stockholders of record as of the close of business on June 24, 2021.

In addition, the Board declared cash dividends on the Company’s 7.75% Series B Cumulative Redeemable Preferred Stock (“Series B Preferred Stock”), 7.875% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), 8.00% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”) and 7.875% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) as stated below.

Current Quarterly Preferred Stock Dividends

The Board declared cash dividends for the dividend period that began on April 15, 2021 and ends on July 14, 2021 as follows:

Class of Preferred Stock

Series B

Series C

Series D

Series E

Record Date

July 1, 2021

Payment Date

July 15, 2021

Cash Dividend Per Share

$0.484375

$0.4921875

$0.50

$0.4921875

About New York Mortgage Trust

New York Mortgage Trust, Inc. is a Maryland corporation that has elected to be taxed as a real estate investment trust (“REIT”) for federal income tax purposes. NYMT is an internally managed REIT in the business of acquiring, investing in, financing and managing primarily mortgage-related single-family and multi-family residential assets.

Forward-Looking Statements

When used in this press release, in future filings with the Securities and Exchange Commission (the “SEC”) or in other written or oral communications, statements which are not historical in nature, including those containing words such as “will,” “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “could,” “would,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. Statements regarding the following subject, among others, may be forward-looking: the payment of dividends.

Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results and outcomes could differ materially from those projected in these forward-looking statements due to a variety of factors, including, without limitation: changes in the Company’s business and investment strategy; changes in interest rates and the fair market value of the Company’s assets, including negative changes resulting in margin calls relating to the financing of the Company’s assets; changes in credit spreads; changes in the long-term credit ratings of the U.S., Fannie Mae, Freddie Mac, and Ginnie Mae; general volatility of the markets in which the Company invests; changes in prepayment rates on the loans the Company owns or that underlie the Company’s investment securities; increased rates of default or delinquency and/or decreased recovery rates on the Company’s assets; the Company’s ability to identify and acquire targeted assets, including assets in its investment pipeline; changes in relationships with the Company’s financing counterparties and the Company’s ability to borrow to finance its assets and the terms thereof; the Company’s ability to predict and control costs; changes in laws, regulations or policies affecting the Company’s business, including actions that may be taken to contain or address the impact of the COVID-19 pandemic; the Company’s ability to make distributions to its stockholders in the future; the Company’s ability to maintain its qualification as a REIT for federal tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940, as amended; risks associated with investing in real estate assets, including changes in business conditions and the general economy, the availability of investment opportunities and the conditions in the market for Agency RMBS, non-Agency RMBS, ABS and CMBS securities, residential loans, structured multi-family investments and other mortgage-, residential housing- and credit-related assets, including changes resulting from the ongoing spread and economic effects of COVID-19; and the impact of COVID-19 on the Company, its operations and its personnel.

These and other risks, uncertainties and factors, including the risk factors described in the Company’s reports filed with the SEC pursuant to the Exchange Act, could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect the Company. Except as required by law, the Company is not obligated to, and does not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

For Further Information

Mari Nitta

Investor Relations Associate

Phone: 646-795-4066

Email: InvestorRelations@nymtrust.com