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 eventreported): May 31, 2022
GREAT AJAX CORP.
(Exact name of registrant as specifiedin its charter)
| Maryland | 001-36844 | 46-5211870 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 13190 SW 68th Parkway, Suite 110<br><br> <br>Tigard, OR | 97223 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number,
including area code: (503) 505-5670
Not Applicable
(Former name or former address, if changedsince 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 | AJX | New York Stock Exchange |
| 7.25% Convertible Senior Notes due 2024 | AJXA | 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. ¨
| us-gaap:CommonStockMember | Common Stock |
|---|
Item 5.07. Submission of Matters to a Vote of Security Holders.
2022 Annual Meeting of Stockholders
On May 31, 2022, Great Ajax Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). There were 20,578,609 shares of common stock of the Company represented virtually or by proxy at the Annual Meeting, constituting approximately 88.12% of the 23,352,342 outstanding shares of common stock on April 6, 2022, the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: Re-election of eight (8) Directorsto serve until the 2023 annual meeting of stockholders.
| Name | FOR | WITHHELD |
|---|---|---|
| Lawrence Mendelsohn | 16,071,070 | 1,596,779 |
| Russell Schaub | 16,443,574 | 1,224,275 |
| Steven L. Begleiter | 15,600,425 | 2,067,424 |
| John C. Condas | 16,439,660 | 1,228,189 |
| Paul Friedman | 16,437,525 | 1,230,324 |
| Mary P. Haggerty | 17,152,576 | 515,273 |
| Jonathan Bradford Handley, Jr. | 17,101,669 | 566,180 |
| J. Kirk Ogren, Jr. | 14,642,378 | 3,025,471 |
In addition, there were 2,910,760 broker non-votes associated with the re-election of the directors. All director nominees were duly re-elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified.
Proposal 2: The ratification of the appointmentof Moss Adams LLP to serve as our registered independent public accounting firm for the fiscal year ending December 31, 2022.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 20,274,661 | 169,638 | 134,310 |
At the Annual Meeting, stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
Proposal 3: The approval, on an advisorybasis, of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 16,133,516 | 902,004 | 632,329 |
In addition, there were 2,910,760 broker non-votes associated with the approval of the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
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.
| GREAT AJAX CORP. | |
|---|---|
| By: | /s/ Lawrence Mendelsohn |
| Name: Lawrence Mendelsohn | |
| Title: Chief Executive Officer |
Date: May 31, 2022