RODIN GLOBAL PROPERTY TRUST, INC. (Form: 8-K, Received: 07/01/2019 16:43:55)

RODIN GLOBAL PROPERTY TRUST, INC.

Date: July 1, 2019

/s/ KENNETH CARPENTER

Kenneth Carpenter

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 26, 2019

Rodin Global Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

000-56043

81-1310268

(State or other jurisdiction

of incorporation)

(Commission

File Numbers)

(IRS Employer

Identification No.)

110 E. 59th Street, New York, NY 10022

(Address of principal executive offices)

Registrant’s telephone number, including area code: (212) 938-5000

(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 (see General Instruction A.2. below):

☐	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

None

N/A

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 1.01.

Entry into a Material Definitive Agreement.

On June 26, 2018, the board of directors (the “Board”) of Rodin Global Property Trust, Inc. (the “Company”) approved the renewal of the amended and restated advisory agreement (the “Advisory Agreement”), dated June 29, 2018, by and among the Company, Rodin Global Property Trust Operating Partnership, L.P., Rodin Global Property Advisors, LLC (the “Advisor”), Cantor Fitzgerald Investors, LLC and Rodin Global Property Trust OP Holdings, LLC. The Advisory Agreement was renewed for an additional one-year term commencing on June 29, 2019, upon terms identical to those in effect, through June 29, 2020. Pursuant to the Advisory Agreement, the Advisor will continue to manage our day-to-day operations and our portfolio of income-producing commercial properties and other real estate-related assets, subject to the Board’s supervision.

The foregoing description of the Advisory Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Advisory Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2018, which agreement is incorporated by reference into this Item 1.01.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information disclosed under Item 5.07 of this Current Report of Form 8-K with respect to the amendment of the Company’s Second Articles of Amendment and Restatement (the “Charter”) is incorporated by reference into this Item 5.03.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On June 26, 2018, the Company held its annual meeting of stockholders (the “Annual Meeting”). The following matters were voted upon at the Annual Meeting:

(1)

The election of five directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified;

(2)

The approval of to amend two provisions of the Charter to comply with a request from a state securities administrator; and

(3)

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

As of April 15, 2019, the record date, 4,108,813 shares of common stock were outstanding. A summary of the matters voted upon by the stockholders is set forth below:

Proposal 1 – Election of Directors


Directors	For		Withheld		Broker Non- Votes
Howard W. Lutnick		2,101,361		70,497		0
Steven Bisgay		2,105,714		66,144		0
Arthur F. Backal		2,101,361		70,497		0
John M. Matteson		2,104,981		66,877		0
Dean Palin		2,102,581		69,277		0

The five nominees were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.

Proposal 2 – Approval of an Amendment to the Charter


For	Against	Abstain	Broker Non-Votes
2,096,670	6,916	68,272	0

Stockholders approved the proposal to amend two provisions of the Charter to comply with a request from a state securities administrator.

On July 1, 2019 the Company caused the amendment to the Charter to be filed with the State Department of Assessments and Taxation of Maryland. As approved and adopted, the amendment to the Charter amends (i) Section 5.2.4 to delete the reference to the “express terms of any series of preferred shares” and (ii) Section 11.2 to remove the reference to “subject to the provisions of any class or series of shares then outstanding.”

The above description of the amendment to the Charter contained in this Item 5.07 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Second Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.07.

Proposal 3 – Ratification of the Appointment of Ernst & Young LLP


For	Against	Abstain	Broker Non-Votes
2,091,722	19,439	60,697	0

Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are being filed herewith:


Exhibit No.		Description

3.1		Second Articles of Amendment to Second Articles of Amendment and Restatement of Rodin Global Property Trust, Inc.

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.

Exhibit 3.1

SECOND ARTICLES OF AMENDMENT TO

THE SECOND ARTICLES OF AMENDMENT AND RESTATEMENT OF

RODIN GLOBAL PROPERTY TRUST, INC.

Rodin Global Property Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : The charter of the Corporation (the “Charter”) is hereby amended by deleting Section 5.2.4 and Section 11.2 of the Charter in their entirety and substituting in lieu thereof the following:

Section 5.2.4 Voting Rights . Except as may be provided otherwise in the Charter, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a common stockholder shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders.

Section 11.2 Voting Rights of Stockholders . Subject to the mandatory provisions of any applicable laws or regulations, the holders of Common Shares shall be entitled to vote only on the following matters: (a) election or removal of Directors, without the necessity for concurrence by the Board, as provided in Sections 11.1, 7.4 and 7.11 hereof; (b) amendment of the Charter as provided in Article XIII hereof; (c) dissolution of the Corporation; (d) merger, conversion or consolidation of the Corporation into another entity, or the sale or other disposition of all or substantially all of the Corporation’s assets; and (e) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Stockholders for approval or ratification. Without the approval of a majority of the Shares entitled to vote on the matter, the Board may not (i) amend the Charter to adversely affect the rights, preferences and privileges of the Stockholders; (ii) amend provisions of the Charter relating to Director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (iii) liquidate or dissolve the Corporation other than before the initial investment in Property; (iv) sell all or substantially all of the Corporation’s assets other than in the ordinary course of business or as otherwise permitted by law; or (v) cause the merger or similar reorganization of the Corporation except as permitted by law.

SECOND : The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation entitled to vote thereon as required by law.

THIRD : The undersigned acknowledges these Second Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

FOURTH : Except as amended hereby, the rest and remainder of the Charter shall be and remains in full force and effect.

IN WITNESS WHEREOF , the Corporation has caused these Second Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Chief Financial Officer and Treasurer on this 1 ^st day of July 2019.