8-K
Rithm Property Trust Inc. (RPT)
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 2, 2025
RITHM PROPERTY TRUST INC.
(Exact name of registrant as specified in charter)
| Maryland | 001-36844 | 46-5211870 |
|---|---|---|
| (State<br>or other jurisdiction of incorporation) | (Commission<br>File Number) | (IRS<br>Employer Identification No.) |
799 Broadway
New York, NY 10003
(Address of principal executive offices)
Registrant’s telephone number, including area code:
212-850-7770
Securities registered pursuant to Section 12(b)of the Act:
| Title of each class | Trading<br><br> <br>Symbols | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RPT | New York Stock Exchange |
| 9.875% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock | RPT PRC | New York Stock Exchange |
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 (see General Instruction A.2. below):
| ¨ | 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)) |
| --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. |
|---|
At the 2025 Annual Meeting of Stockholders (the “Annual Meeting”), held June 2, 2025, the stockholders of Rithm Property Trust Inc. (the “Company”) voted on the matters described below.
| 1. | The Company’s stockholders elected four (4) Directors to serve until the 2026 annual meeting of<br>stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director,<br>withheld voting for such director, and represented broker non-votes with respect to this proposal are summarized in the table below. | |||
|---|---|---|---|---|
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |
| --- | --- | --- | --- | |
| Paul Friedman | 26,968,689 | 843,071 | 7,563,157 | |
| Mary Haggerty | 15,050,822 | 12,760,938 | 7,563,157 | |
| Daniel Hoffman | 14,561,271 | 13,250,489 | 7,563,157 | |
| Michael Nierenberg | 26,769,483 | 1,042,277 | 7,563,157 | |
| 2. | The Company’s stockholders approved the issuance of up to 7,700,000 shares of Common Stock to RCM<br>GA Manager LLC (the Manager) as payment of fees under the Management Agreement. The numbers of shares<br>that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table<br>below. | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 26,604,323 | 1,184,920 | 22,516 | 7,563,157 | |
| 3. | The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as independent<br>registered public accounting firm for the Company for the fiscal year ending December 31, 2025. The<br>numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young<br>LLP are summarized in the table below. | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | ||
| --- | --- | --- | ||
| 34,789,101 | 113,245 | 472,570 | ||
| 4. | The Company’s stockholders approved (on a non-binding advisory basis) the compensation of the Company’s<br>named executive officers as described in the Company’s Proxy Statement. The numbers of shares that voted for, against, abstained<br>from voting, and represented broker non-votes with respect to this proposal are summarized in the table below. | |||
| --- | --- | |||
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |
| --- | --- | --- | --- | |
| 15,301,474 | 12,091,446 | 418,839 | 7,563,157 | |
| 5. | The Company’s stockholders approved (on a non-binding advisory basis) the frequency of future stockholder<br>advisory votes on the compensation of the Company’s named executive officers. The numbers of shares that voted for one year, for<br>two years, for three years, abstained from voting and represented broker non-votes with respect to this proposal are summarized in the<br>table below. | |||
| --- | --- | |||
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 27,604,268 | 35,451 | 98,655 | 73,385 | 7,563,157 |
Consistent with the recommendation of the Board of Directors of the Company (the “Board”) and in light of the Company’s stockholder vote on this proposal, the Board has determined that the Company will hold an advisory vote on executive compensation on an annual basis.
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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 thereunto duly authorized.
| RITHM PROPERTY TRUST INC. | |
|---|---|
| By: | /s/ Nicola Santoro, Jr. |
| Name: Nicola Santoro, Jr. | |
| Title: Chief Financial Officer |
Dated: June 2, 2025