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EX-99.1 - EXHIBIT 99.1 - Benefit Street Partners Realty Trust, Inc. | v397690_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 30, 2014 (December 29, 2014)
ARC Realty Finance Trust, Inc.
(Exact Name of Registrant as Specified in Charter)
Maryland | 000-55188 | 46-1406086 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
405 Park Avenue
New York, New York 10022
(Address, including zip code, of Principal Executive Offices)
Registrant's telephone number, including area code: (212) 415-6500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Company Simplifies Board Structure as Part of Sponsor’s Corporate Governance Initiative
On December 29, 2014, the board of directors (the “Board”) of ARC Realty Finance Trust, Inc. (the “Company”) implemented certain changes to the composition of the Board consistent with its sponsor’s year-long initiative to further enhance the corporate governance profiles of its various sponsored programs, including promoting or appointing experienced management, mitigating potential conflicts, reducing complexity and minimizing overlap among directors of its sponsored programs.
Appointment of William M. Kahane as Chairman of the Board
On December 29, 2014, the Board appointed William M. Kahane, currently a member of the Board, to serve as the Company’s chairman effective as of that same date. There are no related party transactions involving Mr. Kahane that are reportable under Item 404(a) of Regulation S-K except as described in the Company’s annual proxy statement filed with the U.S. Securities and Exchange Commission on April 28, 2014.
Appointment of Dr. Robert J. Froehlich as Lead Independent Director
In addition, on December 29, 2014, the Board appointed Dr. Robert J. Froehlich, currently an independent director and chairman of the Company’s audit committee, as lead independent director. The Board has appointed a lead independent director to provide an additional measure of balance, ensure the Board’s independence and enhance the Board’s ability to fulfill its management oversight responsibilities.
The lead independent director chairs meetings or executive sessions of the independent directors, reviews and comments on the Board’s meeting agendas, represents the views of the independent directors to management, facilitates communication among the independent directors and between management and the independent directors, acts as a liaison with service providers, officers, attorneys and other directors generally between meetings, serves as a representative and speaks on behalf of the Company at external seminars, conferences, in the media and otherwise assumes such responsibilities as may be assigned to him by the Board. Consistent with current practices, the Company will compensate Dr. Froehlich for acting as lead independent director.
The Company’s management believes that having a majority of independent, experienced directors, including a lead independent director with specified responsibilities on behalf of the Board, provides the right leadership structure for the Company and is best for the Company and its stockholders at this time.
Lead Independent Director Compensation for Dr. Froehlich
In addition to base independent director compensation which includes a $30,000 annual retainer, certain per meeting compensation and reimbursements, Dr. Froehlich will receive $55,000 annually for serving as the Company’s lead independent director.
Item 8.01. Other Events.
On December 30, 2014, AR Capital, LLC, the parent of the sponsor of the Company, issued a press release, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release issued by AR Capital, LLC on December 30, 2014 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ARC REALTY FINANCE TRUST, INC. | ||
Date: December 30, 2014 | By: | /s/ Peter M. Budko |
Peter M. Budko | ||
Chief Executive Officer |