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): June 29, 2016

  

Realty Finance Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Maryland   000-55188   46-1406086

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

405 Park Avenue, 14th Floor

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 5.07. Submission of Matters to a Vote of Security Holders.

 

Realty Finance Trust, Inc.’s (the “Company”) 2016 annual meeting of stockholders (the “Annual Meeting”) was initially called to order on June 9, 2016 and was adjourned for lack of quorum. The Annual Meeting was reconvened on June 17, 2016, June 24, 2016 and June 29, 2016. At the reconvened Annual Meeting on June 29, 2016, there were present, in person or by proxy, stockholders holding an aggregate of 15,945,551 shares of the Company’s common stock, out of a total number of 31,731,862 shares of the Company’s common stock issued and outstanding and entitled to vote at the reconvened Annual Meeting.

 

At the reconvened Annual Meeting on June 29, 2016, stockholders voted on (i) the election of Peter M. Budko, Peter J. McDonough and Elizabeth K. Tuppeny to the Company’s Board of Directors for one-year terms until the 2017 annual meeting of stockholders and until their respective successor is duly elected and qualified and (ii) the ratification of the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

 

The stockholders elected all three nominees for director and ratified the appointment of KPMG. The full results of the matters voted on at the reconvened Annual Meeting are set forth below:

 

Proposal 1 – Election of Directors

 

Nominee  Votes For   Votes Against   Abstain   Broker Non-Votes 
Peter M. Budko   14,717,449    503,444    724,658    *
Peter J. McDonough   14,718,643    502,306    724,602    *
Elizabeth K. Tuppeny   14,765,342    492,288    687,921    *

 

Proposal 2 – Ratification of the Appointment of KPMG as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2016:

 

Votes For   Votes Against   Abstain   Broker Non-Votes 
 14,912,418    365,224    667,909    *

 

*No broker non-votes were recorded in connection with Proposal No. 1 or Proposal No. 2.

 

Proposals 3 – 8

 

The Annual Meeting was adjourned to July 15, 2016 at 10:00 am (local time) to be held at 405 Park Avenue, New York, New York to permit stockholders of record as of April 22, 2016, additional time to consider the proposals listed below, and to enable the Company’s proxy solicitor, Broadridge Investor Communications Solutions, Inc., more time to solicit stockholder votes. Valid proxies submitted prior to the reconvened Annual Meeting will continue to be valid for the upcoming reconvened Annual Meeting, unless properly changed or revoked prior to votes being taken at such reconvened Annual Meeting.

 

·Proposal 3: To amend the Company’s charter to remove or revise provisions regarding the Company’s stock;

 

·Proposal 4: To amend the Company’s charter to remove or revise provisions regarding the composition of the Company’s board of directors;

 

·Proposal 5: To amend the Company’s charter to remove or revise provisions regarding the conduct of the Company’s board of directors;

 

·Proposal 6: To amend the Company’s charter to remove or revise provisions regarding the conduct of company business;

 

·Proposal 7: To amend the Company’s charter to remove or add provisions restricting transfer and ownership of shares; and

 

·Proposal 8: To amend the Company’s charter to remove or revise provisions stating that the NASAA REIT guidelines control interpretation of the Company’s charter.

 

 

 

 

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.

 

  REALTY FINANCE TRUST, INC.
       
Date: June 29, 2016 By: /s/ Peter M. Budko  
  Peter M. Budko  
  Chief Executive Officer and Interim President