TPG Mortgage Investment Trust, Inc. (MITT) Earnings Call Transcript & Summary

Hello, everyone. I want to welcome all of you to the 2020 Annual Meeting of Stockholders of AG Mortgage Investment Trust, Inc. My name is David Roberts. I am the Chief Executive Officer, President and Chairman of the Board of Directors of the company, and I will be presiding at this meeting. Also present at the meeting today are the following incumbent directors: Debra Hess, Joe LaManna, Peter Linneman and T.J. Durkin. In addition, we have our Chief Financial Officer, Brian Sigman; our General Counsel; Raul Moreno; and our Chief Accounting Officer, Alison Halpern, with us. Mr. Moreno will act as secretary of the meeting. American Stock Transfer and Trust Company, our transfer agent, has been appointed to act as the inspector of election. Jacqueline Kretzu of AST has also joined the meeting. Jackie, would you please introduce yourself?

Good afternoon. My name is Jacqueline Kretzu. I'm with American Stock Transfer, and I'm serving as inspector.

Thank you. Rachel Klein and [ Ricardo Rues ], representatives from PricewaterhouseCoopers, our independent accounting firm, are also present at the meeting. During the question-and-answer period at the end of the meeting, they will be available to answer questions. I will now briefly discuss the rules of conduct and procedures for the meeting. We are conducting this meeting by means of the electronic platform provided by Broadridge. That platform has been configured so as to replicate as much as possible, the experience of attending our annual meeting in person. When you logged on to the meeting site, you were asked to register as a stockholder or as a guest. If you are a guest or you have not registered as a stockholder through the control number given to you in our proxy materials, you will not be able to ask questions during the Q&A period or vote during the meeting. We have also posted on the meeting site an agenda and rules of conduct for the annual meeting. Thank you in advance for your cooperation with these rules. The polls are now open. You may vote electronically at any time prior to the announcement of the closing of the polls later in the meeting. Please remember that if you've already sent in your proxy card or voted by Internet or telephone, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. Broadridge has delivered to the company an affidavit of delivery, establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of delivery will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on May 4, 2020, are entitled to vote at this meeting. Our first order of business is to determine whether the shares represented at this meeting are in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Moreno, do you have a report?

Yes. Thank you, David. The stockholder list show that holders of 32,823,511 shares of common stock of the company are entitled to vote at this meeting. I am informed by Broadridge that they are represented in person or by proxy 25,039,842 shares of common stock or approximately 76.3% of all of the shares entitled to vote.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the matters to be voted on at today's meeting. As explained in the proxy statement, the first proposal before the stockholders of the company is the election of 5 directors to serve until the annual meeting of stockholders in 2021 or until their successors are duly elected and qualified. In February of this year, based on the recommendation of the company's nominating and Corporate Governance Committee, the Board of Directors nominated the following persons as directors of the company: T.J. Durkin, Debra Hess, Joseph LaManna, Peter Linneman and myself. The second proposal is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2020. The third proposal is the approval on an advisory basis of the compensation of the company's named executive officers as disclosed in this year's proxy statement. The fourth proposal before the stockholders of the company is the approval of the AG Mortgage Investment Trust, Inc. 2020 Equity Incentive Plan. I will now pause for any comments or questions on the proposal -- on the proposals. Please be mindful of the meeting rules.

David, there are no questions in the queue.

Okay. Having provided a summary of each of the matters to be voted on at today's meeting, I now declare the polls to be closed. Will the inspector of election tabulate voting results for each proposal voted on at this meeting? And will Mr. Moreno please report the results of the voting.

We have been informed by the inspector of election that all proxies and ballots have been counted. Based upon the preliminary vote totals, all of the nominees for election to the Board of Directors have been elected. The appointment of PWC has been ratified, the compensation of our named executive Officers has been approved and the company's 2020 Equity Incentive Plan has been approved. Final vote totals will be provided in an 8-K filed early next week.

Thank you, Mr. Moreno. And thank you all for attending today's annual meeting. This concludes the business part of our meeting. This meeting is officially adjourned. A brief question-and-answer period will now begin.

I'm not seeing any questions currently in the queue.

Okay. Given that there are no questions, I would like to conclude today's meeting and call. I'd like to express my sincere appreciation to the stockholders, who participated in this meeting as well as those who submitted their proxies. Stay safe, and thank you very much.

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