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Section 1: 8-K (8-K)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 5, 2018

 

Ladder Capital Corp
(Exact Name of Registrant As Specified In Charter)

 

Delaware

 

001-36299

 

80-0925494

(State or Other Jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

345 Park Avenue, 8th Floor
New York, New York 10154

(Address of Principal Executive Offices, including Zip Code)

 

(212) 715-3170
(Registrant’s telephone number, including area code)

 

Not applicable
(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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            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 o

 

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. o

 

 

 



 

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

 

On June 5, 2018, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Douglas Durst as a Class I director, with a term expiring at the 2021 annual meeting of stockholders and until his successor is duly elected and qualified, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018, (3) approval of a non-binding, advisory resolution to approve the Company’s executive compensation (“Say on Pay”), and (4) approval of a non-binding, advisory resolution on the frequency of future advisory stockholder votes to approve executive compensation.

 

Based on the votes by holders of Class A common stock and Class B common stock voting together, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

 

1.                                      The re-election of Douglas Durst as a Class I director:

 

DIRECTOR NOMINEE

 

VOTES FOR

 

VOTES WITHHELD

 

BROKER NON-VOTES

 

Douglas Durst

 

64,825,784

 

12,971,496

 

22,869,549

 

 

2.                                      The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018:

 

VOTES FOR

 

VOTES AGAINST

 

ABSTENTIONS

 

99,287,913

 

1,206,637

 

172,279

 

 

3.                                      Approval of a non-binding, advisory resolution to approve the Company’s executive compensation:

 

VOTES FOR

 

VOTES AGAINST

 

ABSTENTIONS

 

BROKER NON-VOTES

 

56,323,028

 

18,901,113

 

2,573,139

 

22,869,549

 

 

4.                                      Approval of a non-binding, advisory resolution on the frequency of future advisory stockholder votes to approve executive compensation:

 

EVERY 1 YEAR

 

EVERY 2 YEARS

 

EVERY 3 YEARS

 

ABSTENTIONS

 

BROKER
NON-VOTES

 

42,628,487

 

762,333

 

31,794,500

 

2,611,960

 

22,869,549

 

 

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

 

The Company has decided, going forward, to include a stockholder vote on Say on Pay every three years, consistent with the Board’s recommendation to stockholders.

 

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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.

 

 

 

LADDER CAPITAL CORP

 

 

 

 

 

By:

/s/ Marc Fox

 

 

Marc Fox

 

 

Chief Financial Officer

 

 

 

Date: June 8, 2018

 

 

 

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