8-K 1 a19-12885_18k.htm 8-K

 

 

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)
July 10, 2019

 

READY CAPITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Maryland

 

001-35808

 

90-0729143

(State or Other Jurisdiction
Of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

1251 Avenue of the Americas,

50th Floor

New York, NY 10020

(Address of principal executive offices)
(Zip Code)

 

Registrant’s telephone number, including area code: (212) 257-4600

 

1140 Avenue of the Americas,
7th Floor

New York, NY 10036

(Former Name or Former Address, if Changed Since Last Report)

 

Check the 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 provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

 

RC

 

New York Stock Exchange

7.00% Convertible Senior Notes due 2023

 

RCA

 

New York Stock Exchange

6.50% Senior Notes due 2021

 

RCP

 

New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging Growth Company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   o

 

 

 

 

Item 5.07                                           Submission of Matters to a Vote of Security Holders.

 

(a) The Annual Meeting of Stockholders (the “Annual Meeting”) of Ready Capital Corporation (the “Company”) was held on July 10, 2019, at which 36,577,571 shares of the Company’s common stock were represented in person or by proxy representing approximately 82.03% of the issued and outstanding shares of the Company’s common stock entitled to vote.

 

(b) At the Annual Meeting, the Company’s stockholders (i) elected the seven directors below to serve on the Company’s board of directors until the Company’s 2020 annual meeting of stockholders and until their respective successors are duly elected and qualify; (ii) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers: and (iv) approved, on an advisory basis, a frequency of one year for future stockholder advisory votes on compensation of the Company’s named executive officers. The proposals are described in detail in the Company’s 2019 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

 

(i) The voting results with respect to the election of each director were as follows:

 

Name

 

Votes For

 

Votes Withheld

 

Broker Non-Votes

 

Thomas E. Capasse

 

26,711,209

 

149,975

 

9,716,387

 

Jack J. Ross

 

26,654,263

 

206,921

 

9,716,387

 

Frank P. Filipps

 

26,709,814

 

151,370

 

9,716,387

 

David L. Holman

 

22,454,048

 

4,407,163

 

9,716,360

 

Gilbert E. Nathan

 

26,554,139

 

307,045

 

9,716,387

 

J. Mitchell Reese

 

22,427,470

 

4,433,741

 

9,716,360

 

Todd E. Sinai

 

21,166,946

 

5,694,265

 

9,716,360

 

 

(ii) The voting results with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 were as follows:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

36,358,445

 

49,160

 

169,965

 

0

 

 

(iii) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:

 

Votes For

 

Votes Against

 

Abstain

 

Broker Non-Votes

 

23,971,935

 

2,026,533

 

862,715

 

9,716,388

 

 

2

 

(iv) The voting results with respect to the approval, on an advisory basis, of the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers were as follows:

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

 

26,148,946

 

77,599

 

348,390

 

285,707

 

9,716,389

 

 

3

 

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.

 

 

Ready Capital Corporation

 

 

 

 

By:

/s/ Andrew Ahlborn

 

Name:

Andrew Ahlborn

 

Title:

Chief Financial Officer

 

 

 

Dated: July 16, 2019

 

 

 

4