Business Context and Reporting Period
This Form 8-K reports on the reconvened 2016 Annual Meeting of Stockholders for Realty Finance Trust, Inc. (Franklin BSP Realty Trust, Inc.), held on June 29, 2016. The meeting was initially called on June 9, 2016, but was adjourned multiple times due to a lack of quorum before successfully reconvening on June 29.
Key Financial Metrics
This filing is a current report regarding corporate governance and stockholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data.
Material Changes and Voting Results
At the reconvened meeting, 15,945,551 shares were present in person or by proxy, representing approximately 50.2% of the 31,731,862 shares entitled to vote. Stockholders approved the following:
- Election of Directors: Peter M. Budko, Peter J. McDonough, and Elizabeth K. Tuppeny were elected to the Board of Directors for one-year terms.
- Ratification of Auditors: The appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified.
Voting details for the director elections showed strong support, with over 14.7 million votes cast "For" each nominee. The auditor ratification received 14,912,418 votes "For."
Outlook, Risks, and Unusual Items
The Annual Meeting was adjourned again to July 15, 2016, to allow additional time for stockholders to consider and vote on six remaining charter amendment proposals (Proposals 3 through 8). These proposals concern:
- Revisions to stock provisions.
- Changes to the composition and conduct of the Board of Directors.
- Modifications to the conduct of company business.
- Restrictions on the transfer and ownership of shares.
- Removal of NASAA REIT guidelines from the charter.
Valid proxies submitted prior to the June 29 meeting remain valid for the July 15 reconvened meeting unless revoked.
Investor Verification Checklist
- Verify the outcome of the remaining charter amendment proposals (Proposals 3-8) at the July 15, 2016, meeting.
- Confirm the final composition of the Board of Directors following the election of the three nominees.
- Review the company's subsequent filings for the first financial results following this governance update.