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): January 9, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 9, 2023, the Board of Directors (the “Board”) of Granite Point Mortgage Trust Inc. (the “Company”) appointed Sheila McGrath to serve as a member of the Board until the Company’s 2023 Annual Meeting of Stockholders. The Board also appointed Ms. McGrath to serve as a member of its Nominating and Corporate Governance Committee.
As an independent director, Ms. McGrath will receive compensation as described in the Company’s most recent Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission (the “SEC”) on April 18, 2022. The compensation amounts will be pro-rated for Ms. McGrath’s partial term of service.
The Company has entered into its standard form of indemnification agreement with Ms. McGrath, which requires the Company to indemnify Ms. McGrath against certain liabilities that may arise from her status or service as a director. The Company’s Form of Amended and Restated Indemnification Agreement was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020, which was filed with the SEC on May 11, 2020.
A copy of the Company’s press release announcing the appointment of Ms. McGrath is attached hereto as Exhibit 99.1 and is incorporated in this report by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Granite Point Mortgage Trust, Inc.dated January 9, 2023. |
| 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: January 9, 2023 |
Document
Granite Point Mortgage Trust Inc. Appoints Sheila K. McGrath
to the Board of Directors
NEW YORK, January 9, 2023 – Granite Point Mortgage Trust Inc. (NYSE: GPMT) (“GPMT,” “Granite Point” or the “Company”) today announced that it has appointed Sheila K. McGrath as an independent member of its Board of Directors. With the addition of Ms. McGrath, the Granite Point Board comprises six directors, five of whom are independent.
“Sheila is a highly respected and experienced REIT industry veteran, and we are pleased to welcome her to the Granite Point Board," said Stephen Kasnet, Chairman of the Granite Point Board of Directors. "Sheila brings significant financial acumen and more than 25 years of experience as one of the preeminent specialists covering Real Estate Investment Trusts. We look forward to benefiting from her valuable perspectives and insights as Granite Point executes on its disciplined investment and portfolio management approach to enhance stockholder value over the long-term."
"Granite Point has a strong foundation with an excellent and cycle-tested management team and a diverse and resilient investment portfolio," said Ms. McGrath. "I am excited to join this talented Board and look forward to leveraging my experience and expertise to contribute to the Company’s success."
Ms. McGrath currently serves as a Principal at her consulting firm, Grayton Advisory, and has more than 25 years of experience covering REITs as an equity analyst. Ms. McGrath spent 10 years as a Senior Managing Director at Evercore ISI covering equity REITs and real estate operating companies. Prior to joining Evercore, Ms. McGrath was Sector Head for REIT research at Keefe, Bruyette & Woods where she was a member of the Research Review Committee and the Leadership Committee for the firm. Ms. McGrath is an active member of the National Association of Real Estate Investment Trusts (NAREIT), including roles on the Advisory Board of Governors and Real Estate Investment Advisory Council (REIAC). She also serves on and was a founding member of the Board of Rutgers Business School’s Center for Women in Business (CWIB). Ms. McGrath received her B.A. in Economics from Lafayette College and her M.B.A. in Finance from Rutgers University.
About Granite Point Mortgage Trust Inc.
Granite Point Mortgage Trust Inc. is a Maryland corporation focused on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debt-like commercial real estate investments. Granite Point is headquartered in New York, NY. Additional information is available at www.gpmtreit.com.
Forward-Looking Statements
This press release contains not only historical information, but also forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve numerous risks and uncertainties. Our actual results may differ from our beliefs, expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements are not historical in nature and can be identified by words such as “anticipate,” “estimate,” “will,” “should,” “expect,” “target,” “believe,” “outlook,” “potential,” “continue,” “intend,” “seek,” “plan,” “goals,” “future,” “likely,” “may” and similar expressions or their negative forms, or by references to strategy, plans or intentions. By their nature, forward-looking statements speak only as of the date they are made, are not statements of historical facts or guarantees of future performance and are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify, in particular those related to the COVID-19 pandemic, including the ultimate impact of COVID-19 on our business, financial performance and operating results. Our expectations, beliefs and estimates are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and estimates will prove to be correct or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.
These forward-looking statements are subject to risks and uncertainties, including, among other things, those described in our Annual Report on Form 10-K for the year ended December 31, 2021, and any subsequent Form 10-Q and Form 8-K filings made with the SEC, under the caption “Risk Factors.” These risks may also be further heightened by the continued and evolving impact of the COVID-19 pandemic.
Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise
Additional Information
Stockholders of Granite Point and other interested persons may find additional information regarding the Company at the Securities and Exchange Commission’s Internet site at www.sec.gov or by directing requests to: Granite Point Mortgage Trust Inc., 3 Bryant Park, 24th Floor, New York, NY 10036, telephone (212) 364-5500.
Contact
Investors: Marcin Urbaszek, Chief Financial Officer, Granite Point Mortgage Trust Inc., (212) 364-5500, investors@gpmtreit.com.