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 Earliest Event reported): June 23, 2022
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
(212) 257-4600
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| 6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share | RC PRC | New York Stock Exchange |
| 6.50% Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share | RC PRE | 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 23, 2022, Ready Capital Corporation, a Maryland corporation (the “Company”), held its annual meeting of stockholders, solely by means of a virtual meeting conducted live over the internet (the “Ready Capital Annual Meeting”), to vote on the Company’s proposals identified in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2022. Stockholders representing 67,691,039, or 58.69%, of the 115,341,977 outstanding shares were present in person or by proxy, constituting a quorum under applicable law. A summary of voting results with respect to each proposal is set forth below.
Proposal 1. The stockholders elected all nine director nominees to serve until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualify. The votes with respect to the election of each of the nine directors were as follows:
| Director | Votes For | Votes Withheld | Broker Non- Votes | ||||||
| Thomas E. Capasse | 50,076,258 | 725,216 | 16,889,565 | ||||||
| Jack J. Ross | 48,139,711 | 2,661,763 | 16,889,565 | ||||||
| Julius W. Erving | 50,371,223 | 430,251 | 16,889,565 | ||||||
| Frank P. Filipps | 49,756,734 | 1,044,740 | 16,889,565 | ||||||
| Dominique Mielle | 45,854,663 | 4,946,811 | 16,889,565 | ||||||
| Gilbert E. Nathan | 46,155,662 | 4,645,812 | 16,889,565 | ||||||
| Andrea Petro | 48,491,177 | 2,310,297 | 16,889,565 | ||||||
| J. Mitchell Reese | 43,981,438 | 6,820,036 | 16,889,565 | ||||||
| Todd M. Sinai | 45,858,799 | 4,942,675 | 16,889,565 |
Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year. The votes with respect to the ratification of the appointment of Deloitte & Touche LLP were as follows:
| Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes | |||||||
| 66,400,587 | 1,161,335 | 129,117 | 0 |
Proposal 3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The votes with respect to such approval were as follows:
| Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes | |||||||
| 41,452,776 | 6,867,068 | 2,481,630 | 16,889,565 |
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.
| READY CAPITAL CORPORATION | ||
| Date: June 27, 2022 | By: | /s/ Andrew Ahlborn |
| Name: | Andrew Ahlborn | |
| Title: | Chief Financial Officer | |