8-K: New York Mortgage Trust Holds Annual Meeting, Elects Directors, Approves Executive Pay, and Declares Quarterly Dividends

New York Mortgage Trust, Inc. announced the results of its 2025 Annual Meeting of Stockholders, including the election of seven directors, advisory approval of executive compensation, and the declaration of regular quarterly cash dividends for common and preferred stock.

Summary

• New York Mortgage Trust, Inc. held its 2025 Annual Meeting of Stockholders on June 12, 2025, with approximately 75.67% of outstanding common stock present or represented by proxy.
• Seven directors—Eugenia R. Cheng, Michael B. Clement, Audrey E. Greenberg, Steven R. Mumma, Steven G. Norcutt, Lisa A. Pendergast, and Jason T. Serrano—were duly elected to serve until the 2026 Annual Meeting.
• Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers with 50,840,821 votes For.
• A majority of stockholders voted in favor of holding future advisory votes on executive compensation annually, with 51,785,971 votes for a 1-Year frequency.
• Grant Thornton LLP was ratified as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with 66,739,399 votes For.
• The Board of Directors unanimously reappointed Steven G. Norcutt as Lead Independent Director and Steven R. Mumma as Chairman of the Board on June 12, 2025.
• A regular quarterly cash dividend of $0.20 per share was declared on common stock for the quarter ending June 30, 2025, payable on July 30, 2025, to stockholders of record on June 23, 2025.
• Cash dividends were also declared on the 8.000% Series D ($0.50/share), 7.875% Series E ($0.6917713/share), 6.875% Series F ($0.4296875/share), and 7.000% Series G ($0.4375/share) Preferred Stock for the dividend period from April 15, 2025, to July 14, 2025, payable on July 15, 2025, to stockholders of record on July 1, 2025.

Sentiment

Score: 7

Explanation: The document reports on routine annual meeting outcomes, including the election of directors, approval of executive compensation, and ratification of the auditor, all of which passed. It also announces the declaration of regular quarterly dividends for both common and preferred stock, which is a positive for shareholders. There are no negative financial results or significant operational setbacks reported, making the overall sentiment positive and stable.

Positives

• All seven director nominees were successfully elected by stockholders, ensuring continuity in board leadership.
• Stockholders provided advisory approval for the compensation of named executive officers, indicating alignment with current executive pay structures.
• The decision to hold future advisory votes on executive compensation annually enhances corporate governance and shareholder engagement.
• The ratification of Grant Thornton LLP as the independent registered public accounting firm for 2025 provides assurance of continued financial oversight.
• The unanimous reappointments of Steven G. Norcutt as Lead Independent Director and Steven R. Mumma as Chairman of the Board signify stable and experienced leadership.
• The declaration of a regular quarterly cash dividend of $0.20 per share on common stock demonstrates the Company's commitment to returning value to shareholders.
• The declaration of regular cash dividends on all series of preferred stock further reinforces shareholder returns for preferred equity holders.

Risks

• Changes in the Company's business and investment strategy.
• Inflation and 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, delinquency or vacancy and/or decreased recovery rates on or at the Company's assets.
• The Company's ability to identify and acquire targeted assets, including assets in its investment pipeline.
• The Company's ability to dispose of assets from time to time on terms favorable to it.
• Changes in relationships with the Company's financing counterparties and the Company's ability to borrow to finance its assets and the terms thereof.
• Changes in the Company's relationships with and/or the performance of its operating partners.
• The Company's ability to predict and control costs.
• Changes in laws, regulations or policies affecting the Company's business.
• 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.
• Impairments in the value of the collateral underlying the Company's investments.
• The Company's ability to manage or hedge credit risk, interest rate risk, and other financial and operational risks.
• The Company's exposure to liquidity risk, risks associated with the use of leverage, and market risks.
• 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 markets for residential loans, mortgage-backed securities, structured multi-family investments and other assets in which the Company invests.

Future Outlook

The Company's forward-looking statements indicate that the payment of dividends is subject to various risks and uncertainties, and actual results could differ materially from projections. The Board has determined that future advisory votes on executive compensation will be submitted to stockholders annually until the next required say-on-frequency vote, which occurs every six years.

Management Comments

• "The Board has determined that future say-on-pay votes will be submitted to stockholders annually until the next required say-on-frequency vote."
• "The Board of Directors... unanimously reappointed Steven G. Norcutt to serve as Lead Independent Director."
• "The Board also unanimously reappointed Steven R. Mumma to serve as Chairman of the Board."

Industry Context

New York Mortgage Trust, Inc. operates as a Maryland corporation and has elected to be taxed as a real estate investment trust (REIT) for federal income tax purposes. It is an internally-managed REIT focused on acquiring, investing in, financing, and managing primarily mortgage-related single-family and multi-family residential assets. This positions it within the mortgage REIT sector, which typically generates income from interest on mortgage-backed securities and loans, and distributes a significant portion of its taxable income to shareholders as dividends.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Directly impacted by the election of directors, approval of executive compensation, and the declaration of regular quarterly cash dividends for both common and preferred stock, providing direct financial returns. Their voting rights were exercised on key corporate governance matters.
• Management/Executives: Their compensation was approved on an advisory basis, and key leadership roles (Chairman, Lead Independent Director) were reappointed, indicating stability and continuity.
• Auditors: Grant Thornton LLP's appointment was ratified for the fiscal year ending December 31, 2025, confirming their role.

Next Steps

• Future advisory votes on named executive officer compensation will be held annually.
• The Company is required to conduct an advisory vote on the frequency of future advisory votes on named executive officer compensation every six years.
• The elected directors will serve until the 2026 Annual Meeting of Stockholders.

Key Dates

Recommendation

Keywords

Mortgage REIT, Real Estate Investment Trust, Dividends, Common Stock, Preferred Stock, Corporate Governance, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Mortgage-related assets, Single-family residential, Multi-family residential, SEC Filing, NYMT