8-K
Granite Point Mortgage Trust Inc. (GPMT)
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 1, 2023
Granite Point Mortgage Trust Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-38124 | 61-1843143 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| 3 Bryant Park, Suite 2400A | ||
| --- | --- | --- |
| New York, | NY | 10036 |
| (Address of principal executive offices)<br>(Zip Code) |
Registrant’s telephone number, including area code: (212) 364-5500
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: |
|---|---|---|
| Common Stock, par value $0.01 per share | GPMT | NYSE |
| 7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share | GPMTPrA | NYSE |
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.
The Company held its Annual Meeting on June 1, 2023, for the purpose of: (i) electing six directors to serve on the Board until the 2024 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company’s named executive officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
On April 3, 2023, the record date for the Annual Meeting, there were 51,526,039 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There were 38,080,407 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
Proposal 1 — Election of Directors
Each of the six director nominees proposed by the Board was elected to serve as a director until the Company’s 2024 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Tanuja M. Dehne | 22,978,902 | 1,076,740 | 160,230 | 13,864,535 |
| Stephen G. Kasnet | 23,098,132 | 946,472 | 171,268 | 13,864,535 |
| Sheila K. McGrath | 23,215,909 | 830,228 | 169,735 | 13,864,535 |
| W. Reid Sanders | 23,087,349 | 956,641 | 171,882 | 13,864,535 |
| John A. Taylor | 23,241,415 | 701,011 | 273,446 | 13,864,535 |
| Hope B. Woodhouse | 22,955,184 | 1,090,266 | 170,422 | 13,864,535 |
Proposal 2 — Approval of Advisory Vote on Executive Compensation
Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following final voting results:
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 22,606,534 | 1,165,733 | 443,605 | 13,864,535 |
Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following final voting results:
| For | Against | Abstain |
|---|---|---|
| 37,195,741 | 530,416 | 354,250 |
| Item 9.01 | Financial Statements and Exhibits. | |
| --- | --- |
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 104 | 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.
| GRANITE POINT MORTGAGE TRUST INC. | ||
|---|---|---|
| By: | /s/ MICHAEL J. KARBER | |
| Michael J. Karber | ||
| General Counsel and Secretary | ||
| Date: June 2, 2023 |