Western Asset Mortgage Capital Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
$WMC
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 5, 2023, Western Asset Mortgage Capital Corporation, a Delaware corporation (“WMC”), held a special meeting of stockholders (the “Special Meeting”) to vote on the proposals described in the joint proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on September 29, 2023. A total of 6,049,559 shares of the common stock of WMC were outstanding and entitled to vote at the close of business on September 22, 2023, the record date for the Special Meeting. 3,900,463 of the shares of the common stock of WMC issued and outstanding were present or represented by proxy at the Special Meeting, representing approximately 64.48% of those shares entitled to vote, which constituted a quorum.
Each of the proposals upon which WMC’s stockholders voted at the Special Meeting, and the final, certified results reported by WMC’s independent inspector of elections, Equiniti Trust Company, LLC, are set forth below.
1.A proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of August 8, 2023, by and among AG Mortgage Investment Trust, Inc., a Maryland corporation (“MITT”), AGMIT Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of MITT (“Merger Sub”), WMC and, solely for the limited purposes set forth therein, AG REIT Management, LLC, a Delaware limited liability company, as it may be amended or modified from time to time (the “Merger Agreement”), and approve the transactions contemplated by the Merger Agreement, including the merger of WMC with and into Merger Sub, with Merger Sub continuing as the surviving entity and a subsidiary of MITT (the “Merger”).
The voting results of the holders of the issued and outstanding shares of the common stock of WMC entitled to vote on the Merger Proposal at the Special Meeting are as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 3,306,906 | 529,418 | 64,138 | - | ||||||||
The Merger Proposal was approved, receiving the affirmative vote of approximately 55% of the issued and outstanding shares of WMC common stock entitled to vote at the Special Meeting (such vote, the “Required Stockholder Approval”).
2.A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to WMC’s named executive officers that is based on or otherwise relates to the Merger.
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,461,570 | 1,246,487 | 192,305 | 101 | ||||||||
This proposal was approved, receiving the affirmative vote of approximately 63.11% of the issued and outstanding shares of WMC common stock represented and entitled to vote at the Special Meeting.
3.In connection with the Special Meeting, WMC also solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes to approve the WMC Merger Proposal (the “Adjournment Proposal”). Because the Required Stockholder Approval was obtained for the Merger Proposal, as noted above, the Adjournment Proposal was rendered moot and not presented.
Item 8.01 Other Events.
On December 5, 2023, WMC issued a press release announcing the results of the voting at the Special Meeting, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 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.
| WESTERN ASSET MORTGAGE CAPITAL CORPORATION | ||||||||||||||
| By: | /s/ Robert W. Lehman | |||||||||||||
| Name: | Robert W. Lehman | |||||||||||||
| Title: | Chief Financial Officer | |||||||||||||
Date: December 5, 2023