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): August 22, 2023

 

 

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)

 

(212) 257-4600

(Registrant's telephone number, including area code)

 

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:

 

¨	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
Common Stock, $0.0001 par value per share	RC	New York Stock Exchange
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 August 22, 2023, 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 “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 July 3, 2023. A summary of voting results with respect to each proposal is set forth below.

 

Proposal 1. The stockholders elected all twelve director nominees to serve until the 2024 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 twelve directors were as follows:

 

Director		Votes For		Votes Withheld		Broker Non-Votes
Thomas E. Capasse		83,417,575		2,113,546		41,811,014
Jack J. Ross		83,647,900		1,883,221		41,811,014
Frank P. Filipps		83,827,196		1,703,925		41,811,014
Daniel J. Hirsch		79,975,223		5,555,898		41,811,014
Kevin M. Luebbers		84,287,372		1,243,749		41,811,014
Meredith Marshall		84,135,124		1,395,997		41,811,014
Pinkie D. Mayfield		83,553,819		1,977,302		41,811,014
Dominique Mielle		73,720,794		11,810,311		41,811,014
Gilbert E. Nathan		73,705,204		11,825,917		41,811,014
Andrea Petro		83,984,090		1,547,031		41,811,014
J. Mitchell Reese		63,476,441		22,054,680		41,811,014
Todd M. Sinai		73,770,491		11,760,630		41,811,014

 

 

Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2023 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
125,686,124		1,176,150		479,861		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
80,865,180		3,334,299		1,331,642		41,811,014

 

Proposal 4. The stockholders approved and adopted the Company’s 2023 Equity Incentive Plan. The votes with respect to such approval were as follows:

 

Total Votes For		Total Votes Against		Abstentions		Broker Non-Votes
79,892,083		4,504,191		1,134,847		41,811,014

 

 

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: August 23, 2023	By:	/s/ Andrew Ahlborn
	Name:	Andrew Ahlborn
	Title:	Chief Financial Officer