Current Report Filing (8-k)
07 June 2023 - 6:31AM
Edgar (US Regulatory)
0001562528
false
0001562528
2023-05-31
2023-05-31
0001562528
us-gaap:CommonStockMember
2023-05-31
2023-05-31
0001562528
us-gaap:SeriesEPreferredStockMember
2023-05-31
2023-05-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 31, 2023
Franklin
BSP Realty Trust, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Maryland |
001-40923 |
46-1406086 |
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
of incorporation) |
|
Identification No.) |
1345
Avenue of the Americas, Suite
32A
New York, New York 10105
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (212) 588-6770
(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 (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)) |
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 |
FBRT |
New York Stock Exchange |
7.50%
Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share |
FBRT PRE |
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
The 2023 annual meeting of
stockholders (the “Annual Meeting”) of Franklin BSP Realty Trust, Inc. (the “Company”) was held
on May 31, 2023.
At the Annual Meeting, stockholders
voted on (i) the election of Pat Augustine, Richard J. Byrne, Joe Dumars, Jamie Handwerker, Peter J. McDonough, Buford H. Ortale and Elizabeth
K. Tuppeny to the Company’s Board of Directors for one-year terms until the 2024 annual meeting of stockholders and until their
respective successors are duly elected and qualified; (ii) an amendment to the Company’s Articles of Amendment and Restatement to
eliminate supermajority voting requirements; (iii) an advisory vote on the compensation of the Company’s Named Executive Officers
and (iv) an advisory vote on the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers.
The final results for each
of these matters are as follows:
Proposal No. 1 - Election of Directors
Each of the following directors was elected to hold office until the
2024 annual meeting of stockholders and until their successors are duly elected and qualified.
Nominee | |
Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
Pat Augustine | |
43,197,370 | |
750,714 | |
225,828 | |
12,809,314 |
Richard J. Byrne | |
43,084,025 | |
875,604 | |
214,283 | |
12,809,314 |
Joe Dumars | |
43,546,212 | |
402,594 | |
225,106 | |
12,809,314 |
Jamie Handwerker | |
43,208,986 | |
746,228 | |
218,698 | |
12,809,314 |
Peter J. McDonough | |
40,548,936 | |
3,403,214 | |
221,762 | |
12,809,314 |
Buford H. Ortale | |
43,145,649 | |
802,985 | |
225,278 | |
12,809,314 |
Elizabeth K. Tuppeny | |
43,089,996 | |
876,726 | |
207,190 | |
12,809,314 |
Proposal No. 2 – Amendment to the Company’s Articles
of Amendment and Restatement to eliminate supermajority voting requirements:
Because Proposal No. 2 failed to receive the affirmative vote of the
holders of not less than two-thirds of the shares then outstanding and entitled to vote at the Annual Meeting, the proposal
was not approved.
Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
43,286,608 | |
620,705 | |
266,599 | |
12,809,314 |
Proposal No. 4 – Advisory Vote on the Compensation of the
Company’s Named Executive Officers:
The proposal was approved.
Votes For | |
Votes Against | |
Votes Abstained | |
Broker Non-Votes |
34,793,099 | |
9,017,352 | |
363,461 | |
12,809,314 |
Proposal No. 5 – Advisory Vote on the Frequency of Future
Advisory Votes on the Compensation of the Company’s Named Executive Officers:
Votes For Every Year | |
Votes For Every Two Years | |
Votes for Every Three Years | |
Votes Abstained |
43,081,933 | |
170,238 | |
657,498 | |
264,243 |
In light of the voting results on Proposal No. 5, the Company’s
Board of Directors determined to hold an advisory vote on the compensation of the Company’s Named Executive Officers every year.
The Board of Directors will reevaluate this determination after the next advisory vote on the frequency of advisory votes on executive
compensation.
* * *
The Company’s Board of Directors withdrew the proposal regarding
the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
for the year ending December 31, 2023, and as a result no vote was taken on that proposal. As previously disclosed, following the
Annual Meeting the Audit Committee of the Company’s Board of Directors approved a change in the Company’s auditors.
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.
|
FRANKLIN BSP REALTY TRUST, INC. |
|
|
|
By: |
/s/ Jerome S. Baglien |
|
Name: |
Jerome S. Baglien |
|
Title: |
Chief Financial Officer, Chief Operating Officer and Treasurer |
Date: June 6, 2023
Franklin BSP Realty (NYSE:FBRT-E)
Historical Stock Chart
From May 2024 to Jun 2024
Franklin BSP Realty (NYSE:FBRT-E)
Historical Stock Chart
From Jun 2023 to Jun 2024