Cantor Fitzgerald Income Trust, Inc 8-K, filed Jan 4, 2024
Cantor Fitzgerald Income Trust, Inc. (CFTR-PA)
About this 8-K
Cantor Fitzgerald Income Trust, Inc filed this 8-K on January 4, 2024, reporting on events of December 28, 2023.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
ursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Trading |
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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).
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 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information disclosed under Item 5.07 of this Current Report of Form 8-K with respect to the amendment of the Second Articles of Amendment and Restatement (the “Charter”) of Cantor Fitzgerald Income Trust, Inc. (the "Company") is incorporated by reference into this Item 5.03.
Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On December 28, 2023, the Company held its annual meeting of stockholders (the “Annual Meeting”). The following matters were voted upon at the Annual Meeting:
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(1) |
The election of five directors to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified; |
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(2) |
The approval of the amendment to the Charter to comply with a request from a state securities administrator; and
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The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. |
As of September 25, 2023, the record date, 15,532,721 shares of common stock were outstanding. A summary of the matters voted upon by the stockholders is set forth below:
Proposal 1 – Election of Directors
Directors |
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For |
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Withheld |
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Broker Non- |
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Howard W. Lutnick |
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7,873,854 |
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510,847 |
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1,516,979 |
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Paul M. Pion |
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7,858,391 |
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526,310 |
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1,516,979 |
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Arthur F. Backal |
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7,871,469 |
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513,232 |
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1,516,979 |
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John M. Matteson |
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7,873,948 |
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510,753 |
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1,516,979 |
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Dean Palin |
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7,855,265 |
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529,436 |
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1,516,979 |
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The five nominees were elected to the Board of Directors and will serve as directors until the Company’s next annual meeting and until their respective successors have been duly elected and qualified.
Proposal 2 – Approval of an Amendment to the Charter
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For |
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Against |
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Abstain |
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Broker Non-Votes |
7,935,498 |
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30,653 |
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418,550 |
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1,516,979 |
Stockholders approved the proposal to amend a provision of the Charter to comply with a request from a state securities administrator.
On December 29, 2023, the Company caused the amendment to the Charter to be filed with the State Department of Assessments and Taxation of Maryland. As approved and adopted, the amendment to the Charter amends Section 11.3 of the Charter to clarify that the provisions of Section 11.3 extend to affiliates of the Company.
The above description of the amendment to the Charter contained in this Item 5.07 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Third Articles of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.07.
Proposal 3 – Ratification of the Appointment of Ernst & Young LLP
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For |
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Against |
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Abstain |
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Broker Non-Votes |
9,484,028 |
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85,055 |
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332,598 |
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0 |
Stockholders approved the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
Item 7.01 Regulation FD Disclosure. December 2023 Distribution
As authorized by the board of directors of the Company, on January 4, 2024 the Company declared the following distributions for each class of the Company's common stock as rounded to the nearest four decimal place ($1.55 on an annual basis):
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Gross Distribution |
Class I Shares |
$ |
0.1316 |
Class D Shares |
$ |
0.1316 |
Class S Shares |
$ |
0.1316 |
Class T Shares |
$ |
0.1316 |
Class IX Shares |
$ |
0.1316 |
Class AX Shares |
$ |
0.1316 |
Class TX Shares |
$ |
0.1316 |
The net distributions for each class of common stock (which represents the gross distributions described above less any distribution fee for the applicable class of common stock as described in the Company’s applicable prospectus) are payable to stockholders of record immediately prior to the close of business on December 31, 2023 and will be paid on or about January 8, 2024. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan. Some or all of the cash distributions may be paid from sources other than cash flow from operations.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
The following exhibits are being filed herewith:
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Exhibit No. |
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Description |
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3.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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CANTOR FITZGERALD INCOME TRUST, INC. |
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Date: |
January 4, 2024 |
By: |
/s/ Christopher A. Milner |
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Name: Christopher A. Milner |
Exhibit 3.1
THIRD ARTICLES OF AMENDMENT TO
THE SECOND ARTICLES OF AMENDMENT AND RESTATEMENT OF
CANTOR FITZGERALD INCOME TRUST, INC.
Cantor Fitzgerald Income Trust, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: The charter of the Corporation (the “Charter”) is hereby amended by deleting Section 11.3 of Article XI in its entirety and substituting in lieu thereof a new Section 11.3 of Article XI as follows:
Section 11.3 Voting Limitations on Shares Held by the Advisor, Directors and Affiliates. With respect to Shares owned by the Advisor, any Director or any of their Affiliates or any Affiliate of the Corporation, neither the Advisor, nor such Director, nor such Affiliate may vote or consent on matters submitted to the Stockholders regarding the removal of the Advisor, such Director or such Affiliate or any transaction between the Corporation and any of them. In determining the requisite percentage in interest of Shares necessary to approve a matter on which the Advisor, any Director and any of their Affiliates or the Affiliate of the Corporation may not vote or consent, any Shares owned by any of them shall not be included.
SECOND: The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD: There has been no increase in the authorized shares of stock of the Corporation effected by the amendment to the Charter as set forth above.
FOURTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Third Articles of Amendment to be executed in its name and on its behalf by its President and attested to by its Chief Financial Officer and Treasurer on this 28th day of December, 2023.
ATTEST: CANTOR FITZGERALD INCOME TRUST, INC.
/s/ Paul M. Pion____________ /s/ Christopher A. Milner__________ (SEAL)
Name: Paul M. Pion Name: Christopher A. Milner
Title: Chief Financial Officer and Treasurer Title: President