BrightSpire Capital, Inc 8-K, filed May 16, 2023
BrightSpire Capital, Inc. (BRSP)
8-K
2023-05-16
For: 2023-05-16
View Original
Added on
April 09, 2026
About this 8-K
BrightSpire Capital, Inc filed this 8-K on May 16, 2023.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 16, 2023
(Exact name of registrant as specified in its charter)
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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:
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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).
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 16, 2023, BrightSpire Capital, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the six persons listed below as directors of the Company, each to serve until the Company’s 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) approved in an advisory vote the compensation paid to the Company’s named executive officers as of December 31, 2022; (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and (iv) did not approve articles of amendment (the “Charter Amendment”) to the Company’s Articles of Amendment and Restatement (as amended) (the “Charter”), as further described below.
Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:
Proposal 1 — Election of Directors
The following persons comprising the entire Board of Directors of the Company were duly elected as directors of the Company to serve until the Company’s 2024 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:
Nominee | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Catherine D. Rice | 75,350,566 | 951,115 | 191,426 | 25,588,258 | ||||||||||||||||||||||
Kim S. Diamond | 74,779,574 | 1,498,220 | 215,313 | 25,588,258 | ||||||||||||||||||||||
Catherine Long | 74,663,358 | 1,619,054 | 210,695 | 25,588,258 | ||||||||||||||||||||||
Vernon B. Schwartz | 75,188,373 | 1,100,507 | 204,227 | 25,588,258 | ||||||||||||||||||||||
John E. Westerfield | 70,335,472 | 5,945,432 | 212,203 | 25,588,258 | ||||||||||||||||||||||
Michael J. Mazzei | 75,488,689 | 804,240 | 200,178 | 25,588,258 | ||||||||||||||||||||||
Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation
The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2022 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 72,683,759 | 3,305,114 | 504,234 | 25,588,258 | |||||||||||||||||
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
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, 2023, by the following vote:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 100,332,780 | 1,517,921 | 230,664 | 0 | |||||||||||||||||
Proposal 4 — Approval of the Charter Amendment
The Company’s stockholders did not approve the Charter Amendment. The Charter Amendment would have eliminated the supermajority voting requirement in Article VIII of the Charter, so that any and all amendments to the Charter (except for those amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the Charter) would require the affirmative vote of a majority of all the votes entitled to be cast on the matter. The Charter Amendment required a two-thirds approval of all votes entitled to be cast on the matter. Votes “For” accounted for approximately 58% (i.e., less than the two-thirds threshold required) of all votes entitled to be cast on the matter, as set forth below:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 75,048,697 | 925,790 | 518,620 | 25,588,258 | |||||||||||||||||
SIGNATURE
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.
| Date: May 16, 2023 | BRIGHTSPIRE CAPITAL, INC. | |||||||
| By: | /s/ David A. Palamé | |||||||
| Name: | David A. Palamé | |||||||
| Title: | General Counsel and Secretary | |||||||