AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF
SECURITIES EXCHANGE ACT OF 1934
Report (Date of Earliest Event Reported): March 20, 2008
MORTGAGE INVESTMENTS, INC.
Name of Registrant as Specified in Charter)
or Other Jurisdiction
350 Park Avenue,
21stFloor, New York, New York
of Principal Executive Office) (Zip Code)
Telephone Number, Including Area Code: (212)
name or former address, if changed since last report)
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
On and effective March 19, 2008, the
Board of Directors of MFA Mortgage Investments, Inc., referred to herein as the
Company, amended and restated the Company’s Bylaws. The following is
a summary of changes effected to the Company's Bylaws by the adoption of
the Amended and Restated Bylaws, which is qualified in its entirety by reference
to the full text of the Amended and Restated Bylaws filed as Exhibit 3.1 hereto
and incorporated herein by reference.
In addition to the amendments described
below, the Amended and Restated Bylaws include certain changes to (a) clarify
language, (b) comply or be consistent with Maryland law and New York Stock
Exchange listing requirements and (c) make various technical corrections and
The Amended and Restated Bylaws are
referred to herein as the amended Bylaws. The Bylaws as previously in
effect are referred to herein as the former Bylaws.
Stockholder Requested Special Meetings. The amended Bylaws
clarify procedures for stockholders to call a special meeting of stockholders,
including addressing issues relating to (a) delivery and contents of the initial
notices from stockholders requesting a special meeting, (b) the fixing of a
record date for determining stockholders entitled to request a special meeting
and stockholders entitled to notice of and to vote at the meeting, (c) setting
the time, date and place of special stockholders meetings, (d) revocation of
requests for special stockholders meetings and (e) verifying the validity of a
stockholder request for a special meeting.
Notice of Stockholders
Meetings. The amended Bylaws provide that notices of
stockholders meetings may be given by any means permitted by Maryland law, which
includes electronic notice. Also, the amended Bylaws provide (a) for
“householding” of notices, as permitted by Maryland Law and the federal proxy
rules, (b) that a minor irregularity in providing notice of a stockholders
meeting will not affect the validity of the meeting and (c) that the Company may
postpone or cancel a meeting by making a public announcement.
Quorum Required to Take
Action at Stockholders Meetings. The amended Bylaws provide
that the chairman of a stockholders meeting will have the exclusive power to
adjourn the meeting. Additionally, the amended Bylaws provide that a
stockholders meeting may be adjourned without further notice (other than a
statement at the meeting) to a date not more than 120 days after the original
record date. The amended Bylaws also clarify that stockholders may
continue to transact business at a meeting which has been duly called and at
which a quorum was established, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
Proxies. The amended Bylaws allow for authorization of proxies
in any manner permitted by law.
Stockholders. The amended Bylaws remove a requirement that the
Secretary provide a list of stockholders at each stockholders
Organization and Conduct of
Stockholders Meetings. The amended Bylaws expand the list of
the rules, regulations and procedures that may be established by the chairman of
the meeting to include, among other things: (a) determining when the polls
should be opened and closed, (b) removing any person who refuses to comply with
the meeting procedures and (c) complying with any state or local laws and
regulations concerning safety and security.
Voting of Stock by Certain
Holders. The amended Bylaws clarify the procedures for voting
stock registered in the name of a corporation and other business
Appointment of Inspectors of
Election for Stockholders Meetings. The amended Bylaws clarify
the duties of an inspector at a stockholders meeting.
Informal Action by
Stockholders. The amended Bylaws provide that action may be
taken by stockholders by unanimous consent via electronic
Advance Notice of Director
Nominations and New Business Proposals from Stockholders. The former
Bylaws provided for advance notice of stockholder proposals for nominees for
director and for other business at an annual meeting of stockholders 60 to 90
days prior to the first anniversary of the previous year’s annual
meeting. The amended Bylaws generally provide that such advance
notice shall be delivered to the Secretary of the Company not earlier than the
150th day and
not later than 5:00 p.m., Eastern Time, on the 120th day
prior to the first anniversary of the date of the preceding year’s proxy
special meetings of stockholders, the amended Bylaws provide that stockholders
shall notify the Secretary of the Company of director nominations (if the Board
has determined that directors will be elected at such special meeting) and other
stockholder proposals not earlier than the 120th day
prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the
later of the 90th day
prior to such special meeting or the tenth day following the first public
announcement of the date of the special meeting.
Additionally, the amended Bylaws (a)
expand the information required to be provided by the stockholder making a
proposal, including information about persons controlling, or acting in concert
with, such stockholder and information about any hedging activities engaged in
by them, and (b) establish procedures for the verification of information
provided by the stockholder making the proposal.
The amended Bylaws also provide that,
notwithstanding anything in the advance notice provisions to the contrary, in
the event that the number of directors to be elected to the Board of Directors
is increased and there is no public announcement of such action at least 130
days prior to the first anniversary of the date of the proxy statement for the
preceding year’s annual meeting, a stockholder’s notice required by the advance
notice provisions shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive office of the Company not
later than 5:00 p.m., Eastern Time, on the tenth day following the day on which
such public announcement is first made by the Company.
II. BOARD OF DIRECTORS.
Directors. To conform with the charter of the Company, the
amended Bylaws require at least two-thirds of the entire Board of Directors to
increase or decrease the number of directors on the Board.
Election and Tenure of
Directors. The amended Bylaws provide that directors shall
hold office for the term set forth in the Charter.
Special Meetings of the
Board of Directors. The amended Bylaws provide for the holding
of special meetings of the Board without notice other than a resolution setting
the time and place for the meetings.
Notice of Meetings of the
Board of Directors. The amended Bylaws provide for notice of
Board meetings by electronic mail.
Quorum for Meetings of the
Board of Directors and Action by Directors. The amended Bylaws
provide that, if the vote of a particular group of directors is required for
action, a quorum must also include a majority of such group. In
addition, the amended Bylaws provide that directors may continue to transact
business at a meeting which has been duly called and at which a quorum was
established, notwithstanding the withdrawal of enough directors to leave less
than a quorum. Further, the amended Bylaws clarify that, if enough
directors have withdrawn from a meeting to leave less than a quorum but the
meeting is not adjourned, the action of the majority of the number of directors
necessary to constitute a quorum is the action of the Board, unless a greater
proportion is required by applicable law, the charter of the Company or another
provision of the Bylaws. The amended Bylaws also permit unanimous
Board consent via electronic transmission.
Ratification of Prior
Matters. The amended Bylaws clarify that, in general, the
Board of Directors or stockholders may ratify prior actions of the Corporation
or its officers.
III. COMMITTEES OF THE BOARD OF DIRECTORS.
Committees of the Board of
Directors. The amended Bylaws clarify that (a) the Board may
delegate to a committee any powers of the Board, except as prohibited by law and
(b) the Audit Committee, Compensation Committee and Nominating and Corporate
Governance Committee shall consist entirely of independent
Procedure. The amended Bylaws permit unanimous committee
consents via electronic transmission.
Vacancies on Committees of
the Board of Directors. The amended Bylaws clarify that the
Board of Directors has the power to change the membership of any committee of
Certificates. Consistent with the New York Stock Exchange’s
requirement that all listed securities be eligible to participate in the Direct
Registration System, the amended Bylaws clarify that a stockholder is not
entitled to a stock certificate and update provisions related to uncertificated
Fractional Stock; Issuance
of Units. The amended Bylaws clarify that the Board may issue
fractional stock and units consisting of different securities of the
Control Share Acquisition
Act. The amended Bylaws exempt from the Maryland Control Share
Acquisition Act any and all acquisitions of shares of stock of the
VIII. SUNDRY PROVISIONS.
amended Bylaws remove outdated provisions concerning the giving of bonds by
officers, agents or employees of the Company.
Indemnification and Advancement of Expenses. Consistent with
Maryland law, the amended Bylaws remove a requirement of a preliminary
determination of entitlement to indemnification prior to advancement of
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed
and Restated Bylaws of MFA Mortgage Investments, Inc., as adopted on March
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
MORTGAGE INVESTMENTS, INC.
Counsel and Senior Vice President –