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)
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Maryland |
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001-35808 |
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90-0729143 |
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(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, $0.0001 par value per share |
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RC |
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New York Stock Exchange |
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7.00% Convertible Senior Notes due 2023 |
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RCA |
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New York Stock Exchange |
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6.50% Senior Notes due 2021 |
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RCP |
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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:
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Name |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Thomas E. Capasse |
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26,711,209 |
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149,975 |
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9,716,387 |
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Jack J. Ross |
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26,654,263 |
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206,921 |
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9,716,387 |
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Frank P. Filipps |
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26,709,814 |
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151,370 |
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9,716,387 |
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David L. Holman |
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22,454,048 |
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4,407,163 |
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9,716,360 |
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Gilbert E. Nathan |
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26,554,139 |
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307,045 |
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9,716,387 |
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J. Mitchell Reese |
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22,427,470 |
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4,433,741 |
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9,716,360 |
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Todd E. Sinai |
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21,166,946 |
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5,694,265 |
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9,716,360 |
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(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:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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36,358,445 |
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49,160 |
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169,965 |
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0 |
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(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:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
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23,971,935 |
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2,026,533 |
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862,715 |
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9,716,388 |
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(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:
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1 Year |
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2 Years |
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3 Years |
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Abstain |
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Broker Non-Votes |
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26,148,946 |
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77,599 |
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348,390 |
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285,707 |
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9,716,389 |
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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.
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Ready Capital Corporation | |
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By: |
/s/ Andrew Ahlborn |
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Name: |
Andrew Ahlborn |
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Title: |
Chief Financial Officer |
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Dated: July 16, 2019 |
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