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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): May 15, 2024


Angel Oak Mortgage REIT, Inc.
(Exact name of registrant as specified in its charter)
Maryland
001-40495
37-1892154
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

3344 Peachtree Road Northeast, Suite 1725, Atlanta, Georgia 30326
(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (404) 953-4900

Not Applicable
(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $0.01 par value per shareAOMRNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

On May 15, 2024, Angel Oak Mortgage REIT, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2024 Annual Meeting”) to (i) elect the eight (8) directors listed below, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualify; and (ii) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.

At the close of business of March 19, 2024, the record date for the 2024 Annual Meeting, an aggregate of 24,965,274 shares of the Company’s common stock were issued and outstanding. At the 2024 Annual Meeting, 22,517,915 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

At the 2024 Annual Meeting, the Company’s stockholders voted as follows:

(1) For the election of the below-named nominees to the Board of Directors of the Company:

NomineesNumber of Votes ForNumber of Votes WithheldBroker Non-Votes
Michael Fierman20,066,524362,8912,088,500
Edward Cummings20,011,012418,4032,088,500
Craig Jones16,965,0163,464,3992,088,500
W.D. (“Denny”) Minami17,489,8492,939,5662,088,500
Jonathan Morgan17,462,2512,967,1642,088,500
Landon Parsons20,325,897103,5182,088,500
Noelle Savarese20,384,45244,9632,088,500
Vikram Shankar20,002,323427,0922,088,500

(2) For the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024:

Number of Votes ForNumber of Votes AgainstAbstentions
22,480,48727,05910,369

(3) For the approval, on a non-binding, advisory basis, a resolution regarding the compensation of the Company’s named executive officers:
Number of Votes ForNumber of Votes AgainstAbstentionsBroker Non-Votes
18,393,4521,992,66943,2942,088,500

Item 9.01.    Financial Statements and Exhibits.
(d)    Exhibits
Exhibit No.
Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 16, 2024
ANGEL OAK MORTGAGE REIT, INC.
By: /s/ Brandon Filson
Name: Brandon Filson
Title: Chief Financial Officer and Treasurer


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Aug. 12, 2021
Cover [Abstract]  
Entity Central Index Key 0001766478
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Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name Angel Oak Mortgage REIT, Inc.
Entity Incorporation, State or Country Code MD
Entity File Number 001-40495
Entity Tax Identification Number 37-1892154
Entity Address, Address Line One 3344 Peachtree Road Northeast
Entity Address, Address Line Two Suite 1725
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30326
City Area Code 404
Local Phone Number 953-4900
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Soliciting Material false
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.01 par value per share
Trading Symbol AOMR
Security Exchange Name NYSE
Entity Emerging Growth Company false
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