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 08, 2023

 

 

ACRES Commercial Realty Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland			1-32733	20-2287134
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
390 RXR Plaza
Uniondale, New York				11556
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 516 535-0015

 

N/A

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		ACR		New York Stock Exchange
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock		ACRPrC		New York Stock Exchange
7.875% Series D Cumulative Redeemable Preferred Stock		ACRPrD		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. ☐

 

 

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

On June 8, 2023, ACRES Commercial Realty Corp. (the “Company”) held its 2023 Annual Meeting of Stockholders at which its stockholders: (i) elected nine directors: Messrs. Andrew Fentress, Mark S. Fogel, William B. Hart, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff and Mses. Karen Edwards and Dawanna Williams to serve until the next annual meeting of stockholders in 2024; (ii) approved, in an advisory vote, the compensation of the Company’s named executive officers; (iii) approved, in an advisory vote, the frequency of votes on the say on pay vote each year and (iv) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

 

The voting results were as follows:

 

Election of Directors		Shares For		Shares Against		Abstentions		Broker Non-Votes
Ms. Edwards		3,014,009		175,652		1,203,711		2,418,952
Mr. Fentress		3,013,827		143,514		1,236,031		2,418,952
Mr. Fogel		3,017,862		140,207		1,235,303		2,418,952
Mr. Hart		2,917,864		269,160		1,206,348		2,418,952
Mr. Ickowicz		2,991,993		165,410		1,235,969		2,418,952
Mr. Kessler		2,920,341		237,206		1,235,825		2,418,952
Mr. Levin		2,799,066		360,304		1,234,002		2,418,952
Mr. Neff		2,921,404		267,953		1,204,015		2,418,952
Ms. Williams		3,015,258		178,714		1,199,400		2,418,952

 

A proposal to approve, in an advisory vote, the compensation of the Company’s named executive officers:

 

Shares For		Shares Against		Abstentions		Broker Non-Votes
2,826,747		293,498		1,273,127		2,418,952

 

A proposal to approve, in an advisory vote, the frequency of votes on the say on pay vote:

 

One Year		Two Years		Three Years		Abstentions
3,111,153		25,966		52,403		1,203,850

Based on the voting results of the frequency of votes on the say on pay vote described above, and consistent with the Board of Directors’ recommendation, the Company will hold future advisory votes each year until the next required advisory vote on the frequency of the advisory vote on executive compensation, which will occur no later than the Company’s 2029 Annual Meeting of Stockholders.

A proposal to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023:

 

Shares For		Shares Against		Abstentions
5,580,256		34,767		1,197,301

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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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.

			ACRES COMMERCIAL REALTY CORP.
Date:	June 12, 2023	By:	/s/ Jaclyn Jesberger
			Jaclyn Jesberger Senior Vice President, Chief Legal Officer and Secretary

 

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