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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 17, 2023


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 17, 2023, Angel Oak Mortgage REIT, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “2023 Annual Meeting”) to (i) elect the nine (9) directors listed below, each to serve until the Company’s 2024 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, 2023.

At the close of business of March 20, 2023, the record date for the 2023 Annual Meeting, an aggregate of 24,925,357 shares of the Company’s common stock were issued and outstanding. At the 2023 Annual Meeting, 15,732,284 shares of common stock were represented in person or by proxy; therefore, a quorum was present.

At the 2023 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 Fierman10,778,5242,415,3132,538,447
Edward Cummings12,960,891232,9462,538,447
Craig Jones9,362,9083,830,9292,538,447
Christine Jurinich10,389,7652,804,0722,538,447
W.D. (“Denny”) Minami12,855,500338,3372,538,447
Jonathan Morgan9,623,3573,570,4802,538,447
Landon Parsons13,138,30055,5372,538,447
Michael Peck12,961,291232,5462,538,447
Vikram Shankar12,960,252233,5852,538,447

(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, 2023:

Number of Votes ForNumber of Votes AgainstAbstentions
15,729,8401,610834

(3) For the approval of a one-year interval, by non-binding advisory vote, as to the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers:
1 year2 years3 yearsAbstentionsBroker Non-Votes
13,149,0866,7842,92135,0462,538,447

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 17, 2023ANGEL OAK MORTGAGE REIT, INC.
By: /s/ Brandon Filson
Name: Brandon Filson
Title: Chief Financial Officer and Treasurer


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