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): May 13, 2014

RAIT Financial Trust
__________________________________________
(Exact name of registrant as specified in its charter)

Maryland	1-14760	23-2919819
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2929 Arch St., 17th Floor, Philadelphia, Pennsylvania		19104
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (215) 243-9000

Not Applicable
______________________________________________
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:

[  ]  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.

On May 13, 2014, the compensation committee of RAIT’s board of trustees approved an amendment to the employment agreement (the “Amendment”) between RAIT Financial Trust and Raphael Licht, one of RAIT’s named executive officers (as such term is defined in instruction 4 to Item 5.02 of Form 8-K), and Mr. Licht and RAIT entered into the Amendment. The Amendment is effective as of February 1, 2014 and amends the term, duties and payment due upon termination without cause, for good reason or by non-renewal, and removes the change of control provision and tax gross-up provision relating to “parachute payments,” as defined in Section 280G of the Internal Revenue Code of 1986, as amended. As a result of the Amendment, Mr. Licht became RAIT’s Managing Director-Business Development and General Counsel as well as continuing as RAIT’s Secretary and ceased being RAIT’s Chief Operating Officer. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of this agreement filed as Exhibit 10.1 hereto, and incorporated herein by reference.

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

At RAIT Financial Trust’s (“RAIT”) Annual Meeting of Shareholders held on May 13, 2014, pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement dated March 31, 2014 (the “Proxy Statement”), the voting results were as follows:

  (a)   Proposal 1. Each of the following nominees was elected to the Board of Trustees as follows:

Trustee	Votes For		Votes Against		Votes Abstain		Broker Non-Vote
Scott F. Schaeffer		42,681,183		396,813		144,268		27,654,367
Andrew Batinovich		42,769,960		307,697		144,606		27,654,367
Edward S. Brown		42,717,223		360,835		144,203		27,654,369
Frank A. Farnesi		42,805,458		272,482		144,324		27,654,367
S. Kristin Kim		42,757,402		324,067		140,793		27,654,368
Jon C. Sarkisian		42,772,383		305,672		144,209		27,654,366
Andrew M. Silberstein		42,694,080		384,962		143,221		27,654,367
Murray Stempel, III		42,755,481		322,102		144,679		27,654,368

(b)   Proposal 2. The proposal to approve the selection of KPMG LLP as RAIT’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was approved as follows:

Votes for	68,377,244
Votes against	2,177,892
Votes abstain	321,494
Broker non-votes	0

(c)  Proposal 3. The proposal to approve, on an advisory basis, the compensation of the named executives, as disclosed in the Proxy Statement, was approved as follows:

Votes for	34,733,375
Votes against	7,247,354
Votes abstain	1,241,536
Broker non-votes	27,654,365

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibit filed as part of this Current Report on Form 8-K is identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.

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.

	RAIT Financial Trust
May 16, 2014	By:	/s/ James J. Sebra
		Name: James J. Sebra
		Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
10.1	Amendment 2014-1 dated May 13, 2014 to the Employment Agreement between RAIT Financial Trust and Raphael Licht.

EX-10.1

AMENDMENT 2014-1
TO THE
EMPLOYMENT AGREEMENT

THIS AMENDMENT, entered into on May 13, 2014, effective as of February 1, 2014 (the “Effective Date of this Amendment”) is between RAIT Financial Trust, a Maryland real estate investment trust, (the “Company”) and Raphael Licht (“Executive”).

RECITALS

WHEREAS, the Company and Executive previously entered into that certain Employment Agreement, dated as of June 8, 2006, as amended pursuant to Amendment 2008-1, dated as of December 15, 2008, and as further amended pursuant to Amendment 2009-1, dated as of February 22, 2009, (collectively, the “Employment Agreement”), which sets forth the terms and conditions of Executive’s employment with the Company;

WHEREAS, Executive currently holds the positions of Chief Operating Officer and Secretary;

WHEREAS, the Company and the Executive desire to change Executive’s role in the Company so that he will become the Company’s Managing Director — Business Development and General Counsel, as well as continuing in his current position as Secretary of the Company; and will cease to retain the title of Chief Operating Officer;

WHEREAS, the Company and Executive desire to amend the Employment Agreement to reflect these changes in Executive’s positions with the Company,

WHEREAS, the Company and Executive desire to amend the Employment Agreement in certain other respects as set forth below.

NOW, THEREFORE, the Company and Executive agree that, as of the Effective Date of this Amendment, the Employment Agreement shall be amended as follows:

1. Section 1 — Term: Section 1 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:

“1. Term. The Company hereby employs the Executive, and the Executive hereby accepts such employment for an initial term commencing as of the Effective Date of this Amendment and continuing for a period of one year, unless sooner terminated in accordance with the provisions of Section 4 or Section 5; with such employment to continue for successive one-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party of non-renewal in writing prior to two (2) months before the expiration of the initial term and each annual renewal, as applicable (the period during which the Executive is employed hereunder being hereinafter referred to as the “Term”). A notice of non-renewal of this Agreement by the Company shall automatically, without any further notice, constitute a termination of Executive’s employment as of the end of the then current term.”

2. Section 2 – Duties: Section 2 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:

“2. Duties. During the Term, the Executive shall be employed by the Company as Managing Director — Business Development, General Counsel and Secretary of the Company, reporting directly to the Chief Executive Officer of the Company, and, as such, the Executive shall faithfully perform for the Company the duties of said offices and shall perform such other comparable duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the board of trustees of the Company (the “Board”). As Managing Director - Business Development, Executive shall be responsible for identifying opportunities and structuring transactions to profitably invest the Company’s capital in business lines, platforms or products that are complementary to or supportive of the Company’s mission and skillsets, and shall work closely with the Chief Executive Officer, President, Chief Financial Officer and business line heads. As General Counsel, Executive shall have supervisory responsibility for the legal affairs of the Company and provide legal advice to the officers, trustees and other organizational constituents, which legal advice shall include corporate governance, transactional matters and litigation/dispute resolution. The Executive shall devote substantially all of his business time and effort to the performance of his duties hereunder.”

3. Section 5.2 – Termination by the Company without Cause; Termination by the Executive for Good Reason:

• The current heading of Section 5.2 of the Employment Agreement is hereby deleted and replaced in its entirety to read as follows:

“Termination by the Company without Cause; Termination by the Executive for Good Reason; Termination of Employment as a Consequence of a Notice of Non-renewal of the Employment Agreement by the Company.”

• The first two sentences of Section 5.2(b) of the Employment Agreement are hereby deleted and replaced in their entirety to read as follows:

“(b) The Company may terminate the Executive’s employment and the Executive may terminate the Executive’s employment with the Company at any time for any reason or no reason. If (A) the Company terminates the Executive’s employment during the Term and the termination is not covered by Sections 4 or 5.1; or (B) the Executive terminates his employment for Good Reason during the Term; or (C) in the event that the Company provides written notification to the Executive of the Company’s non-renewal of this Agreement, as described in Section 1 above.”

• Sections 5.2 (b)(i), (ii) and (iii) shall remain unchanged, except that Section 5.2 (b)(ii)(x) shall be replaced with the following:

"(x) the highest cash bonus earned for any one year of the three calendar years immediately preceding the date of termination, plus" 

• In all other respects, Section 5.2 of the Employment Agreement shall remain unchanged.

4. Section 5.3 – Change of Control: Section 5.3 is hereby deleted in its entirety.

5. Section 5.4 – Parachutes: Section 5.4 is hereby deleted in its entirety.

6. In all respects not modified by this Amendment 2014-1, the Employment Agreement is hereby ratified and confirmed.

IN WITNESS WHEREOF, the Company and Executive agree to the terms of the foregoing Amendment 2014-1, effective as of the Effective Date of this Amendment set forth above.

RAIT FINANCIAL TRUST

By: /s/ Scott F. Schaeffer Name: Scott F. Schaeffer
Title: Chairman of the Board, Chief Executive Officer

EXECUTIVE

/s/ Raphael Licht

Name: Raphael Licht