UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 3, 2017

   

 

 

Jernigan Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland 001-36892 47-1978772
(State or Other Jurisdiction
of Incorporation)
(Commission File
Number)
(IRS Employer
Identification No.)

 

6410 Poplar Avenue, Suite 650
Memphis, Tennessee
38119
(Address of Principal Executive Offices) (Zip Code)

  

(901) 567-9510

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

  

 

 

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 (see General Instruction A.2. below): 

 

  ¨ 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  x       Emerging growth company.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

  

 

 

 

 

  

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

 

(e). The Board of Directors (the “Board”) of Jernigan Capital, Inc. (the “Company”) previously approved, subject to approval by the holders of the common stock of the Company, par value $0.01 per share (“Common Stock”), the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”). At the Company’s Annual Meeting of Stockholders, which was held on May 3, 2017 (the “Annual Meeting”), the holders of Common Stock approved the action of the Board approving the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by 170,000 shares from 200,000 shares to 370,000 shares and to extend the term of the Plan to May 2, 2027.

 

The foregoing description is qualified in its entirety by the text of the Plan, a copy of which is incorporated herein by reference as Exhibit 10.1 hereto.

 

 

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

 

At the Annual Meeting, the Company’s stockholders approved all of the proposals presented, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on March 24, 2017 (the “Proxy Statement”). Holders of 7,871,565 shares of Common Stock and holders of 10,000 shares of the Company’s Series A Preferred Stock were present in person or represented by proxy at the Annual Meeting.

 

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

 

Proposal 1: For the holders of Common Stock to elect the five director nominees named in the Proxy Statement.

 

Director Nominee   For   Withheld   Broker Non-Votes
Mark O. Decker   4,235,152   381,944   3,254,469
John A. Good   4,501,635   115,461   3,254,469
Dean Jernigan   4,534,197   82,899   3,254,469
Howard A. Silver   4,229,442   387,654   3,254,469
Dr. Harry J. Thie   4,225,277   391,819   3,254,469

 

 

 

 

For the holders of Series A Preferred Stock to elect the director nominee named in the Proxy Statement.

 

Director Nominee   For   Withheld   Broker Non-Votes
James D. Dondero   10,000   0   0

 

Proposal 2: For the holders of Common Stock to approve and adopt the Plan.

 

For   Against   Abstentions   Broker Non-Votes
4,443,500   153,768   19,828   3,254,469

 

Proposal 3: For the holders of Common Stock to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017.

 

For   Against   Abstentions
7,818,745   45,077   7,743

 

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.
  Description
     
10.1   Jernigan Capital, Inc. Amended and Restated 2015 Equity Incentive Plan, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-217637), filed with the Securities and Exchange Commission on May 3, 2017).

  

 

 

  

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.

 

Dated: May 3, 2017

 

  Jernigan Capital, Inc.
       
  By:  /s/ John A. Good
    Name:   John A. Good
    Title:   President and Chief Operating Officer

 

 

 

 

Exhibit Index

 

Exhibit 

No. 

  Description
     
10.1   Jernigan Capital, Inc. Amended and Restated 2015 Equity Incentive Plan, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No. 333-217637), filed with the Securities and Exchange Commission on May 3, 2017).