Business Context and Reporting Period
Company: Adamas Trust, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 11, 2026
Event: The filing reports on the 2026 Annual Meeting of Stockholders held on June 11, 2026, covering the election of directors, approval of executive compensation, amendments to equity plans, and the declaration of dividends.
Key Financial Metrics
This filing is a current report regarding corporate governance and equity matters; it does not contain audited financial statements, revenue, profit, cash flow, or debt metrics for the reporting period.
- Dividends Declared: The Board declared a regular quarterly cash dividend on common stock for the quarter ending June 30, 2026. Cash dividends were also declared on Series D, E, F, and G Preferred Stock for the period April 15, 2026, to July 14, 2026.
- Shareholder Participation: 69,235,513 shares were present or represented by proxy, constituting approximately 77.04% of outstanding shares.
Material Changes and Corporate Actions
Equity Incentive Plan Amendment
Stockholders approved the Third Amendment to the 2017 Equity Incentive Plan, effective April 23, 2026. Key changes include:
- Increased the number of shares available for issuance by 9,000,000.
- Increased the aggregate annual compensation limit for non-employee directors to $750,000 (including cash and equity).
- Extended the plan duration to April 23, 2036.
- Removed inapplicable Section 162(m) performance-based compensation limitations.
Deferred Compensation Plan
The Board adopted the Adamas Trust, Inc. Deferred Compensation Plan on June 11, 2026. This unfunded nonqualified plan allows select management and directors to defer up to 80% of base salary, bonuses, director fees, and equity awards (RSUs/PSUs). Distributions are tied to specific events such as separation from service, death, disability, or change in control.
Board Elections and Leadership
All seven director nominees were elected. The Board reappointed Lisa A. Pendergast as Lead Independent Director and Steven R. Mumma as Chairman of the Board.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or specific risk factors. It notes that payments under the new Deferred Compensation Plan are subject to Internal Revenue Code Section 409A requirements regarding delays upon separation from service.
Investor Verification Checklist
- Verify the specific per-share dividend amounts for common and preferred stock in the press release (Exhibit 99.1), as the 8-K text confirms the declaration but omits the rates.
- Review the full text of the Third Amendment to the 2017 Equity Incentive Plan (Exhibit 10.1) for detailed terms regarding the 9,000,000 share increase.
- Confirm the eligibility criteria for the new Deferred Compensation Plan (Exhibit 10.2) to understand which management personnel can participate.
- Monitor the upcoming 2027 Annual Meeting for the next director election cycle.