Business Context and Reporting Period
This Form 8-K Current Report was filed by Ares Commercial Real Estate Corporation on February 22, 2018, covering events that occurred on February 21, 2018. The filing addresses significant changes to the Company's Board of Directors.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document is strictly a corporate governance report.
Material Changes
- Resignation: Robert L. Rosen resigned as Class II Director and Chairman of the Board, effective February 21, 2018. The resignation was not due to any disagreement with the Company regarding operations, policies, practices, or financial results.
- Appointment: William S. Benjamin was appointed as Class II Director and Chairman of the Board, effective February 21, 2018. His initial term as a Class II Director expires at the 2020 annual meeting of stockholders.
- Board Composition: The Board remains comprised of eight members, including five independent directors.
Outlook, Risks, and Management Commentary
The filing includes a Regulation FD disclosure referencing a press release issued on February 22, 2018, regarding Mr. Benjamin's appointment. No financial guidance, risk factors, contingencies, or unusual items are disclosed in this specific report.
Key Facts for Investor Verification
- Confirm the effective date of leadership transition (February 21, 2018).
- Verify the background of the new Chairman, William S. Benjamin, including his role as Partner and Head of Ares Real Estate Group.
- Note that the resignation of the previous Chairman was not related to any dispute with the Company.
- Review the attached press release (Exhibit 99.1) for additional details on the appointment.