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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 25, 2025
 
 

READY CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)

Maryland 001-35808 90-0729143
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) 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
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 (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))
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. ☐

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
Preferred Stock, 6.25% Series C Cumulative Convertible, par value $0.0001 per share RC PRC New York Stock Exchange
Preferred Stock, 6.50% Series E Cumulative Redeemable, par value $0.0001 per share RC PRE 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
9.00% Senior Notes due 2029
RCD
New York Stock Exchange



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

On June 25, 2025, 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 April 29, 2025. A summary of voting results with respect to each proposal is set forth below.

Proposal 1. The stockholders elected all seven director nominees to serve until the 2026 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 seven directors were as follows:

Director Votes For Votes Withheld Broker Non-Votes
Thomas E. Capasse 76,225,423 8,499,006 39,571,247
Jack J. Ross 76,081,365 8,643,064 39,571,247
Meredith Marshall 71,120,313 13,604,116 39,571,247
Dominique Mielle 76,459,876 8,264,553 39,571,247
Gilbert E. Nathan 71,029,364 13,695,065 39,571,247
J. Mitchell Reese 61,547,405 23,177,024 39,571,247
Todd M. Sinai 70,849,646 13,874,783 39,571,247

Proposal 2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2025 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
121,418,303 1,953,295 924,078 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
73,946,844 9,902,349 875,236 39,571,247

Proposal 4. The stockholders approved, on an advisory basis, the frequency of future stockholder advisory votes on 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:

1 Year 2 Years 3 Years Abstain Broker Non-Votes
81,594,177 526,786 1,210,318 1,392,940 39,571,247

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.
 


  READY CAPITAL CORPORATION
     
     
  By: /s/ Andrew Ahlborn
    Name:  Andrew Ahlborn
    Title:   Chief Financial Officer

Date: July 1, 2025