Business Context and Reporting Period
This Form 8-K filing by Ready Capital Corporation (Ready Capital) reports on events occurring on March 21, 2019. The primary event was the conclusion of a special meeting of stockholders to vote on proposals related to a merger with Owens Realty Mortgage, Inc. (ORM).
Key Financial Metrics
This filing is a current report regarding corporate governance and merger voting results. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics for the period.
Material Changes and Voting Results
The filing details the outcome of the stockholder vote on the merger agreement dated November 7, 2018. As of the record date (January 14, 2019), there were 32,105,112 shares of common stock outstanding. A quorum of 23,973,705 shares was represented at the meeting.
Voting Results for Proposal 1 (Merger Approval)
| Vote Category | Number of Votes |
|---|---|
| For | 22,649,900 |
| Against | 81,923 |
| Abstain | 151,746 |
| Broker Non-Votes | 1,090,136 |
Proposal 2, regarding the adjournment of the meeting to solicit additional votes, was rendered moot and not voted upon due to the approval of Proposal 1.
Guidance, Outlook, and Risks
Outlook: Assuming the satisfaction of customary closing conditions, Ready Capital expects the merger transaction to close on or about March 29, 2019.
Risks and Contingencies: The consummation of the merger is subject to the satisfaction of certain closing conditions as set forth in the Merger Agreement. The filing references the Definitive Proxy Statement for a detailed discussion of these conditions.
Key Facts for Investor Verification
- Stockholders approved the issuance of shares in the merger with ORM.
- The expected closing date for the transaction is March 29, 2019, contingent on closing conditions.
- ORM also held a special meeting of its stockholders concurrently with Ready Capital's meeting.
- Financial performance metrics are not included in this specific filing; investors should refer to the Definitive Proxy Statement or recent 10-Q/10-K filings for financial data.