Adamas Trust, Inc. (ADAM) Earnings Call Transcript & Summary

Good morning and welcome to the 2020 Annual Meeting of Stockholders of New York Mortgage Trust, Inc. I'm Steve Mumma, Chief Executive Officer and Chairman of the Board of Directors of the company, and I will act as Chairman to this meeting. As you may have seen in the company's proxy statement filed with the SEC on April 29, 2020, due to the coronavirus pandemic and to support the health and well-being of our employees, stockholders, and community, we're holding our meeting virtually, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders and certain invited guests attending via the web portal. In keeping with the digital approach to this year's meeting, it is now shortly after 9:00 a.m. Eastern on July 29, and this meeting is officially called to order. If you wish to vote at this meeting and have not yet done so, the polls are open, and you may vote at this time through the web portal, the web platform at www.virtualshareholdermeeting.com/NYMT2020 before the polls are closed. You will need the 16-digit control number included in your proxy card, voting instruction form or notice and access card. The polls will remain open until immediately after any discussion on today's proposals. The corporate record will reflect that of the 377,465,405 shares entitled to vote at this Annual Meeting as of April 24, 2020, the record date. Approximately 82.5% or 311.6 million shares are represented today, either online or by proxy. Nathan Reese, Chief Operating Officer and Secretary of the company, will act as Secretary and inspector of the election for this meeting. Nathan is subscribed and filed as oath of office for purposes of this meeting. Secretary of this meeting has presented the following documents. First, a certified list of holders of common stock of the company as of the close of business on April 24, 2020, the record date, for determining stockholders entitled to notice of in vote at this meeting. This list has been prepared by American Stock Transfer & Trust Company, LLC, the company's transfer agent. And second, an affidavit signed by an employee of Broadridge Financial Solutions, Inc. as to the mailing on or about April 29, 2020, of a notice regarding the availability of proxy materials with respect to the electronic availability of one, company's annual report on Form 10-K for the fiscal year ended December 31, 2019; two, a notice of this annual meeting; and three, the company's proxy statement dated April 29, 2020. Copies of these materials are attached as exhibits to the affidavit. Secretary will file these materials at the minutes of this meeting. As the Secretary has reported the existence of a quorum, we will proceed with the business of this meeting. Agenda Item #2 will be the introduction of Directors and Officers. First, I'm pleased to introduce you the Directors of the company who are present online with us today. David Bock is retired managing partner of Federal City Capital Advisors; Michael Clement is Chairman of the Department of Accounting at the University of Texas at Austin; Alan Hainey is the Owner and Manager of Carolina Dominion, LLC; Steven Norcutt is the President of Schafer Richardson, Inc; Lisa Pendergast is Executive Director of the Commercial Real Estate Finance Council; and Jason Serrano is the President of our company. Also present online today is Trey Jordan, our General Counsel. We have also invited our independent registered public accounting firm, Grant Thornton LLP to attend this virtual meeting. [ Tom Fatovic ] is online today to represent Grant Thornton and is available to respond to appropriate questions raised by stockholders attending this meeting and make a statement if desired. In addition, Christopher Green is in attendance today from Vinson & Elkins LLP, our Corporate Counsel. Agenda item #3, statement of order of business. In order to ensure the orderly conduct of the business of this meeting, we have adopted the order of business step forth in the agenda available on the meeting website. Business portion of this meeting will consist of 2 parts. First, the formalities necessary to establish the validity of this meeting; and second, the meeting's formal business. The only formal items of business at the agenda for today's meetings are: one, the election of 7 Directors named in the company's proxy statement filed with the SEC to serve on the company's Board until the 2021 Annual Meeting of Stockholders or until their successors are duly elected and qualified; two, to hold an advisory vote on the named Executive Officer Compensation; and three, the ratification of the appointment of Grant Thornton as the company's independent registered public accounting firm for the 2020 fiscal year. The company has not received notice from any of its stockholders as required under its bylaws and applicable securities laws of any matter to be considered at today's meeting, and therefore, no other proposals may be properly introduced by stockholders. [Operator Instructions] Please note that this meeting is being recorded. However, no attending -- no one attending via the webcast or telephone is permitted to use any audio recording device. Agenda Item #4, the nomination of Directors. First on the business on the agenda for this meeting is the proposal for the election of 7 nominees named in the company's proxy statement to serve on the Board of Directors of the company for a term of 1 year. The nominees that serve on the Board of Directors of the company as described in the company's proxy statement dated April 29 are, Myself, Steven R. Mumma; David R. Bock, Michael B. Clement, Alan L. Hainey, Steven G. Norcutt, Lisa A. Pendergast and Jason T. Serrano. Each of these individuals currently serving as a Director of the company. No other director nominees have been proposed. We will now move to the next item on the agenda. Agenda Item #5, the advisory vote of named Executive Officer Compensation. Next on the agenda for this meeting is the proposal to approve on an advisory basis, the compensation of the company's named executive officers as disclosed on the compensation disclosure rules of the SEC, including the compensation discussion and analysis compensation tables and narrative discussion contained in the company's proxy statement dated April 29, 2020. Although this vote is advisory and is not binding, the Board of Directors of the compensation committee plan to take into consideration the outcome of the vote when making future executive compensation decisions. Agenda #6, ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the 2020 fiscal year. Next on the agenda for this meeting is the proposal to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the 2020 fiscal year. The company has approved the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the 2020 fiscal year, subject to approval of such appointment by the stockholders of the company. If the stockholders fail to ratify such appointment, the company will reconsider whether or not to retain the firm but has not prevented from doing so. Agenda item #7, vote closing of the polls and the election report. The matters set forth in the notice of Annual Meeting to be voted on are now properly before this meeting. Let's proceed with the voting on these 3 proposals. With the election of the Directors, because this is considered an uncontested election under our bylaws, a nominee for Director is elected to our Board of Directors, if he or she receives a majority of votes cast for his or her election. Meaning the number of shares voted for each nominee election exceeds the number of shares voted against somebody election. With respect to the advisory vote on named Executive Officer Compensation, the affirmative vote of a majority of the votes cast on these matters at this meeting is necessary for approval of the company's named executive officer compensation. The affirmative vote on a majority of votes cast on the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2020, at this meeting, is necessary for the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. I ask each stockholder who plans to vote at this meeting to please vote at this time through the web platform at www.virtualshareholdermeeting.com/nymt2020. If you submitted a proxy prior to the meeting, you do not need to do anything at this time. It is now 9:10 and I now declare the polls closed. Based on tabulations submitted by the inspector of elections, a majority of the votes cast for the election of each of the company's nominees as Directors of the company have voted for the election of each such nominee. Consequently, each of the 7 nominees have been elected to our Board of Directors to serve for a 1 year term. In addition, a majority of all the votes cast have voted to approve the compensation of the company's named executive officers and to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the 2020 fiscal year. I report the exact voting will be filed with records of this meeting and included in the current report on Form 8-K to be filed by the company. Agenda Item #8, other matters in adjournment is a formal business. Following the conclusion of the business portion of this meeting, we will continue with the question-and-answer session. I am aware of no other business that should be brought before this meeting and accordingly hereby adjourn this meeting. Now we move -- agenda number -- item #9, the question-and-answer period and closing remarks. [Operator Instructions] I see no questions. I would like to thank all of you for attending this meeting. I would also like to express my appreciation to all of the stockholders who submitted their proxies but were not able to present -- be present online. This concludes the 2020 Annual Meeting of Stockholders. Thank you all for your attendance here this morning.

This now concludes the meeting. Thank you for joining and have a pleasant day.