Angel Oak Mortgage REIT, Inc.

DEF 14A 1 aomr-2024proxystatement.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Angel Oak Mortgage REIT, Inc.

April 3, 2024

Dear Stockholder:

You are cordially invited to attend the 2024 annual meeting of stockholders of Angel Oak Mortgage REIT, Inc. The meeting will be held on Wednesday, May 15, 2024, at 10:00 a.m., Eastern Time, at The Buckhead Club, 3344 Peachtree Road NE, Suite 2600, Atlanta, Georgia 30326.

The attached proxy statement, with the accompanying notice of the meeting, describes the matters expected to be considered and voted upon at the meeting. We urge you to review these materials carefully and to take part in the affairs of our company by voting on the matters described in the accompanying proxy statement.

Your vote is important. Whether you plan to attend the meeting or not, please return a completed proxy card or voting instruction form as promptly as possible or authorize your proxy on the internet or by calling the toll-free telephone number provided in the proxy materials. The attached proxy statement contains instructions regarding these methods of voting, as well as information if you plan to attend the annual meeting in person. We look forward to your participation.

Sincerely,

Sreeniwas Prabhu

Chief Executive Officer and President

(404) 953-4900

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 15, 2024

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Angel Oak Mortgage REIT, Inc., a Maryland corporation (the “Company”), will be held on Wednesday, May 15, 2024, at 10:00 a.m., Eastern Time, at The Buckhead Club, 3344 Peachtree Road NE, Suite 2600, Atlanta, Georgia 30326.

At the Annual Meeting, holders of the Company’s common stock, $0.01 par value per share, will be asked to consider and vote upon the following proposals, all of which are discussed in greater detail in the accompanying proxy statement:

(1) To elect eight (8) directors named in the accompanying proxy statement to the Company’s Board of Directors, each to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualify;

(2) To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;

(3) To approve, on a non-binding, advisory basis, a resolution regarding the compensation of the Company’s named executive officers; and

(4) To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record at the close of business on March 19, 2024, the record date for the Annual Meeting, will be entitled to notice of, and to vote at, the Annual Meeting and at any postponement or adjournment thereof.

To make it easier for you to authorize a proxy to vote, internet and telephone proxy authorization are available. The instructions on the proxy card or voting instruction form describe how to use these convenient services.

This notice and the accompanying proxy statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (which constitutes the Company’s annual report to stockholders), and proxy card or voting instruction form are being mailed to you commencing on or about April 3, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 15, 2024. This Notice of Annual Meeting, Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (which constitutes the Company’s annual report to stockholders) are available at www.proxyvote.com.

PROXY STATEMENT

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