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Section 1: 8-K (FORM 8-K)


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): May 24, 2018
 

 
New Residential Investment Corp.
(Exact name of registrant as specified in its charter)
 

 
Delaware
(State or other jurisdiction of incorporation)

001-35777
45-3449660
(Commission
File Number)
(IRS Employer
Identification No.)

1345 Avenue of the Americas, 45th Floor
New York, New York
10105
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code (212) 479-3150

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 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.

At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”), held May 24, 2018, the stockholders of New Residential Investment Corp. (the “Company”) voted on the matters described below.

1.
The Company’s stockholders elected two Class II directors, who comprise all the directors of such class, to serve until the 2021 Annual Meeting of Stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director, abstained from voting for such director, and represented broker non-votes with respect to this proposal are summarized in the table below.
 
Director Nominee
 
Votes For
   
Votes Against
   
Abstentions
   
Broker Non-Votes*
 
Michael Nierenberg
   
144,489,428
     
9,568,760
     
486,796
     
130,102,697
 
Kevin J. Finnerty
   
108,147,785
     
45,927,999
     
469,200
     
130,102,697
 

 
* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on the election of directors, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

 2.
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

Votes For
 
Votes Against
 
Abstentions
279,288,614
 
3,836,127
 
1,522,940


SIGNATURE

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.

NEW RESIDENTIAL INVESTMENT CORP.
 
(Registrant)
 
   
/s/ Nicola Santoro, Jr.
 
Nicola Santoro, Jr.
 
Chief Financial Officer
 
 
Date:  May 25, 2018
 


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