New York Mortgage Trust, Inc.
Extract: Bylaws Amended/Restated (Plain English Desc) from a 8-K on 11/22/2022   Download
SEC Document
SEC Filing
On November 21, 2022, the Board of Directors (the “Board”) of New York Mortgage Trust, Inc. (the “Company”) approved and adopted the Company’s Third Amended and Restated Bylaws (the “Third Amended and Restated Bylaws”) to update provisions relating to stockholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended. The Third Amended and Restated Bylaws became effective upon adoption by the Board. The Third Amended and Restated Bylaws include the following amendments:

Article II (Meetings of Stockholders) has been updated to:

Amend language to ensure that any stockholder casting a vote by proxy complies with Maryland law and the Company’s bylaws;
Reflect the requirement that any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board;
Update the provisions related to the information required to be included in a stockholder’s notice of nomination of individuals for election as a director and the information required to be included in any notice of other business the stockholder proposes to bring before a meeting;
Require a stockholder submitting a director nomination to make a written undertaking that such stockholder intends to solicit holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of the director nomination;
Update the accompanying certifications made by a stockholder submitting a notice of nomination of individuals for election as a director;
Reflect that the Company will disregard any proxy authority granted in favor of any proposed director nominee if the stockholder soliciting proxies in support of such proposed nominee abandons the solicitation or does not comply with Rule 14a-19 under the Securities Exchange Act of 1934.