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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): June 10, 2021

 

 

 

BROADMARK REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

 

 Maryland

 001-39134

 84-2620891

(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)

 

1420 Fifth Avenue, Suite 2000

Seattle, WA 98101

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (206) 971-0800

 

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))

 

Securities registered pursuant to Section 12(b) of the Securities Act of 1933, as amended:

 

Title of each class     Trading Symbols     Name of each exchange on
which registered
Common stock, par value $0.001 per share     BRMK     New York Stock Exchange
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share     BRMK WS     NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth company ¨

 

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 of 1934, as amended. ¨

 

 

 

 

 

 

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

 

On June 10, 2021, Broadmark Realty Capital Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on the four proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement, filed with the Securities and Exchange Commission on April 27, 2021.

 

As of April 13, 2021, the record date for the Annual Meeting, there were a total of 132,566,410 shares of the Company’s common stock issued and outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. The final results for each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:

 

Proposal 1: Election of Directors.

 

Nominee 

Votes

For

  Votes
Against		  Abstentions  Broker
Non-Votes
Joseph L. Schocken  72,214,074  946,594  190,402  24,644,142
Jeffrey B. Pyatt  72,650,686  518,525  181,859  24,644,142
Stephen G. Haggerty  72,417,012  706,490  227,568  24,644,142
Daniel J. Hirsch  65,325,470  7,790,271  235,329  24,644,142
Kevin M. Luebbers  66,998,512  6,116,210  236,348  24,644,142
Norma J. Lawrence  72,316,208  811,378  223,484  24,644,142
David A. Karp  67,000,309  6,116,285  234,476  24,644,142

 

Proposal 2: Ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

 

Votes

For

  Votes Against  Abstentions  Broker Non-Votes
97,504,372  340,085  150,755  Not Applicable

 

Proposal 3: Advisory vote on the Company’s executive compensation.

 

Votes

For

  Votes Against  Abstentions  Broker Non-Votes
70,593,142  2,110,653  647,275  24,644,142

 

Proposal 4: Advisory vote on the frequency of future advisory votes on the Company’s executive compensation.

 

One Year  Two Years  Three Years  Abstentions
71,969,017  124,629  707,451  549,973

  

Based on the results of the advisory vote on the frequency of future advisory votes on the compensation of the Company’s executive officers, and consistent with the recommendation of the Board of Directors, the Company has determined it will hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BROADMARK REALTY CAPITAL INC.
   
  By: /s/ Nevin Boparai
    Name: Nevin Boparai
    Title: Executive Vice President and Chief Legal Officer
     

Date: June 11, 2021