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8-K

Ready Capital Corp (RC)

8-K 2024-07-30 For: 2024-07-25
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Added on April 09, 2026

UNITED

STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Dateof Report (Date of earliest event reported): July 25, 2024

READY

CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)

Maryland 001-35808 90-0729143
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

1251Avenue of the Americas**, 50^th^Floor**

New

York, NY 10020

(Address of principal executive offices)

(Zip Code)

(212)

257-4600

(Registrant's telephone number, including areacode)

N/A

(Former Name or Former Address, if Changed SinceLast 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<br> 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<br> Stock, $0.0001 par value per share RC New York Stock Exchange
6.25% Series C Cumulative Convertible Preferred Stock, $0.0001 par value per share RC PRC New York Stock Exchange
6.50%<br> Series E Cumulative Redeemable Preferred Stock, $0.0001 par value per share RC PRE New York Stock Exchange
6.20% Senior Notes due 2026 RCB New York Stock Exchange
5.75% Senior Notes due 2026 RCC 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 July 25, 2024, Ready Capital Corporation, a Maryland corporation (the “Company”), held its annual meeting of stockholders, solely by means of a virtual meeting conducted live over the internet (the “Annual Meeting”), to vote on the Company’s proposals identified in the Company’s definitive proxy statement (the “Proxy Statement”) on Schedule 14A, filed with the Securities and Exchange Commission on June 14, 2024. A summary of voting results with respect to each proposal is set forth below.

Proposal1. The stockholders elected all seven director nominees to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualify. The votes with respect to the election of each of the seven directors were as follows:

Director Votes For Votes <br> Withheld Broker Non-<br> Votes
Thomas E. Capasse 85,991,899 3,249,270 38,411,569
Jack J. Ross 86,400,392 2,840,777 38,411,569
Meredith Marshall 86,916,494 2,324,675 38,411,569
Dominique Mielle 79,953,069 9,288,100 38,411,569
Gilbert E. Nathan 79,843,075 9,398,094 38,411,569
J. Mitchell Reese 66,337,112 22,904,057 38,411,569
Todd M. Sinai 80,072,239 9,168,930 38,411,569


Proposal2. The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year. The votes with respect to the ratification of the appointment of Deloitte & Touche LLP were as follows:

Total Votes For Total Votes Against Abstentions Broker Non-Votes
126,225,459 1,034,544 392,735 0

Proposal3. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The votes with respect to such approval were as follows:


Total Votes For Total Votes Against Abstentions Broker Non-Votes
74,979,133 13,083,776 1,178,260 38,411,569

Signatures


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.

READY CAPITAL CORPORATION
Date: July 30, 2024 By: /s/ Andrew Ahlborn
Name: Andrew Ahlborn
Title: Chief Financial Officer