Business Context and Reporting Period
This Form 8-K Current Report from Ladder Capital Corp covers the Annual Meeting of Stockholders held on June 5, 2018. The filing details the results of four proposals submitted to Class A and Class B common stockholders.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes rather than financial performance.
Material Changes and Voting Results
The following matters were voted upon and approved by stockholders:
- Director Election: Douglas Durst was re-elected as a Class I director. He received 64,825,784 votes for, with 12,971,496 votes withheld and 22,869,549 broker non-votes.
- Auditor Ratification: The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2018 was ratified with 99,287,913 votes for, 1,206,637 against, and 172,279 abstentions.
- Say on Pay: The non-binding advisory resolution to approve executive compensation passed with 56,323,028 votes for, 18,901,113 against, and 2,573,139 abstentions.
- Voting Frequency: Stockholders approved a non-binding advisory resolution to hold future Say on Pay votes every three years. The "Every 3 Years" option received 31,794,500 votes, compared to 42,628,487 for "Every 1 Year" and 762,333 for "Every 2 Years."
Despite the "Every 1 Year" option receiving the most votes, the Company has decided to proceed with a three-year frequency for future Say on Pay votes, consistent with the Board's recommendation.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, outlook, management commentary on operations, risks, contingencies, or unusual items.
Investor Verification Checklist
- Verify the term expiration date for the newly elected director, Douglas Durst (2021).
- Confirm the Company's implementation of the three-year Say on Pay cycle despite the plurality vote for an annual cycle.
- Review the full proxy statement for detailed executive compensation data referenced in the "Say on Pay" vote.
- Check subsequent filings for the 2018 financial results, as this 8-K contains no financial data.