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

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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 9, 2020

 

Ladder Capital Corp
(Exact name of registrant as specified in its charter)

 

Delaware 001-36299 80-0925494
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

345 Park Avenue, 8th Floor  10154
New York, New York  (Zip Code)
(Address of principal executive offices)   

 

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

 

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:

 

¨ 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
Class A common stock, $0.001 par value  LADR  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 June 9, 2020, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Brian Harris and Mark Alexander to the Board of Directors as Class III Directors, each with a term expiring at the 2023 annual meeting of stockholders and until his successor is duly elected and qualified and (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020.

 

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 Brian Harris and Mark Alexander to the Board of Directors as Class III Directors:

 

DIRECTOR NOMINEE  VOTES FOR   VOTES WITHHELD   BROKER NON-VOTES 
Brian Harris   49,996,618    11,081,955    39,056,650 
Mark Alexander   40,846,486    20,232,087    39,056,650 

 

2.The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020:

 

VOTES FOR   VOTES AGAINST   ABSTENTIONS 
 97,864,102    1,844,086    427,035 

 

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

 

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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
   
Date: June 12, 2020 By: /s/ Marc Fox
  Name: Marc Fox
  Title: Chief Financial Officer

 

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