Angel Oak Mortgage REIT, Inc. filed a Current Report on Form 8-K with the Securities and Exchange Commission on October 6, 2026, announcing the adoption of amended and restated bylaws. The filing indicates that the board of directors approved the Fifth Amended and Restated Bylaws, which became effective immediately upon adoption.
The updated bylaws introduce several changes to governance procedures. The company stated that the amendments enhance procedures for shareholder-requested special meetings, including stricter requirements for information and representations provided by requesting shareholders. The bylaws also modify the timeline for shareholder nominations of directors and the submission of shareholder proposals. Specifically, the filing notes that if an annual meeting is held more than 30 days before or 60 days after the first anniversary of the previous year's meeting, the deadline for notices of nomination or business will be set between the 150th and 120th days prior to the meeting date.
Further changes include expanded requirements for shareholders to provide supplemental information upon request and provisions to address matters under Rule 14a-19 of the Securities Exchange Act. The bylaws also state that any nominee for the board must submit to interviews by the board or a committee within 10 days of a reasonable request. Additionally, the filing clarifies the exclusive forum provision for state law claims and establishes the federal district courts of the United States as the exclusive forum for complaints asserting solely claims arising under the Securities Act of 1933. The complete text of the Fifth Amended and Restated Bylaws is attached as Exhibit 3.1 to the filing.
