UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 4, 2013
AG Mortgage Investment Trust, Inc.
| Maryland | 001-35151 | 27-5254382 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
245 Park Avenue, 26th floor
New York, New York 10167
(212) 692-2000
(Address, including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
| (b) | Resignation of Officer |
On September 4, 2013, the Board of Directors (the “Board”) of AG Mortgage Investment Trust, Inc., a Maryland corporation (the “Company”), accepted the resignation of Frank Stadelmaier as Chief Financial Officer and Treasurer of the Company, effective as of September 4, 2013. Mr. Stadelmaier will continue to serve on the Board.
| (c) | Appointment of Officer |
Effective as of September 4, 2013, the Board appointed Brian C. Sigman as the Company’s Chief Financial Officer, Principal Accounting Officer and Treasurer. Mr. Sigman is 36 years old and previously was the Chief Financial Officer, Principal Accounting Officer and Treasurer of Newcastle Investment Corp. (“Newcastle”) from August 2008 to May 2013. He was also a Managing Director of Newcastle’s external manager, an affiliate of Fortress Investment Group LLC. Mr. Sigman served as Vice President of Finance of Newcastle from 2006 to 2008 and as Assistant Controller from 2003 through 2006. From 1999 to 2003, Mr. Sigman was a Senior Auditor at Ernst & Young LLP.
Mr. Sigman is not employed by the Company, but he is employed by AG REIT Management, LLC, a Delaware limited liability company (the “Manager”), which serves as the external manager of the Company. There are no family relationships between Mr. Sigman and any director or executive officer of the Company, and Mr. Sigman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no material plan, contract or arrangement (whether or not written) to which Mr. Sigman is a party or in which he participates that is entered into or materially amended in connection with the Company’s appointment of Mr. Sigman, or any grant or award to Mr. Sigman or modification thereto, under any such plan, contract or arrangement in connection with such appointment.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 4, 2013, issued by AG Mortgage Investment Trust, Inc. | |
SIGNATURES
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.
| Date: September 4, 2013 | AG MORTGAGE INVESTMENT TRUST, INC. | |||||
| By: | /s/ ALLAN KRINSMAN | |||||
| Name: | Allan Krinsman | |||||
| Title: | General Counsel and Secretary | |||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated September 4, 2013, issued by AG Mortgage Investment Trust, Inc. | |
Exhibit 99.1
AG Mortgage Investment Trust, Inc. Announces the Appointment of New Chief Financial Officer
NEW YORK—(BUSINESS WIRE)—Sept. 4, 2013—The Board of Directors of AG Mortgage Investment Trust, Inc. (NYSE: MITT) (the “Company”) announced today that it has appointed Brian C. Sigman as the new Chief Financial Officer, Principal Accounting Officer and Treasurer of the Company effective as of September 4, 2013.
Frank Stadelmaier, the Company’s CFO since its initial public offering in 2011, has resigned as Chief Financial Officer of the Company, but will continue to serve as a Director of the Company. He will assist Mr. Sigman in the transition, as well as expand his responsibilities as the Chief Accounting Officer of Angelo, Gordon & Co., L.P.
“We are very excited to have Brian join the management team as the Company’s new CFO. Brian has the skills and experience that the Company needs to continue to find the right opportunities for growth. We appreciate the willingness of Frank to help ensure a smooth transition and to continue to serve as a Director of the Company” said David Roberts, Chairman and Chief Executive Officer of the Company.
Prior to joining the Company, Mr. Sigman was Chief Financial Officer, Principal Accounting Officer and Treasurer of Newcastle Investment Corp. (“Newcastle”) from August 2008 to May 2013. He was also a Managing Director of Newcastle’s external manager, an affiliate of Fortress Investment Group LLC. Mr. Sigman served as Vice President of Finance of Newcastle from 2006 to 2008 and as Assistant Controller from 2003 through 2006. From 1999 to 2003, Mr. Sigman was a Senior Auditor at Ernst & Young LLP.
AG Mortgage Investment Trust, Inc. is a real estate investment trust that invests in, acquires and manages a diversified portfolio of residential mortgage assets, other real estate-related securities and financial assets. AG Mortgage Investment Trust, Inc. is externally managed and advised by AG REIT Management, LLC, a subsidiary of Angelo, Gordon & Co., L.P., an SEC-registered investment adviser that specializes in alternative investment activities. Please visit the Company’s website at www.agmit.com.
This press release includes “forward-looking statements” which are based on various assumptions (some of which are beyond the control of the Company) and may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms or the negative of those terms. Forward-looking statements are based on estimates, projections, beliefs and assumptions of management of the Company at the time of such statements and are not guarantees of future performance. Forward-looking statements involve risks and uncertainties in predicting future results and conditions. Actual results could differ materially from those projected in the forward-looking statements due to a variety of factors, including, without limitation, changes in interest rates, changes in the yield curve, changes in prepayment rates, the availability and terms of financing, changes in the market value of the Company’s assets, general economic conditions, market conditions, conditions in the market for Agency RMBS, Non-Agency RMBS, ABS and CMBS securities and loans, and legislative and regulatory changes that could adversely affect the business of the Company. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q. The Company does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact
AG Mortgage Investment Trust, Inc.
Lisa Yahr, 212-692-2282
Investor Relations
lyahr@agmit.com