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)
April 13, 2021
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
(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 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 |
| 8.625% Series B Cumulative Preferred Stock, $0.0001 par value | RC PRB | New York Stock Exchange |
| 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value | RC PRC | New York Stock Exchange |
| 7.625% Series D Cumulative Redeemable Preferred Stock, $0.0001 par value | RC PRD | New York Stock Exchange |
| 7.00% Convertible Senior Notes due 2023 | RCA | New York Stock Exchange |
| 6.20% Senior Notes due 2026 | RCB | New York Stock Exchange |
| 5.75% Senior Notes due 2026 | RCC | 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 ¨
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On and effective April 13, 2021, Dominique Mielle was appointed by the Board of Directors (the “Board”) of Ready Capital Corporation, a Maryland corporation (the “Company”), to serve as a member of the Compensation Committee and the Nominating and Corporate Governance Committee and Gilbert E. Nathan rotated off the Compensation Committee. There were no changes to the Audit Committee.
As a result, the new composition of the committees of the Board is lited below:
Audit Committee
Frank P. Filipps (Chair)
Gilbert E. Nathan
J. Mitchell Reese
Compensation Committee
Todd M. Sinai (Chair)
Frank P. Filipps
Dominique Mielle
Nominating and Corporate Governance Committee
J. Mitchell Reese (Chair)
Dominique Mielle
Gilbert E. Nathan
Todd M. Sinai
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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 thereunto duly authorized.
| READY CAPITAL CORPORATION | ||
| By: | /s/ Andrew Ahlborn | |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |
Dated: April 16, 2021
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