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 23, 2020
GREAT AJAX CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 001 36844 | 47 1271842 | ||
| (State or other jurisdiction) |
(Commission File Number)
|
(I.R.S. Employer of Incorporation Identification No.) |
|
9400 SW Beaverton—Hillsdale Hwy Suite 131 Beaverton, OR 97005 |
97005 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (503) 505 5670
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).
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
| Common stock, par value $0.01 per share | AJX | New York Stock Exchange | ||
| 7.25% Convertible Senior Notes due 2024 | AJXA | New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders.
2020 Annual Meeting of Stockholders
On June 23, 2020, Great Ajax Corp. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). There were 18,217,736 shares of common stock of the Company represented virtually or by proxy at the Annual Meeting, constituting approximately 79.49% of the outstanding shares of common stock on April 24, 2020 the record date for the Annual Meeting.
The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:
Proposal 1: Re-election of seven (7) Directors to serve until the 2021 annual meeting of stockholders.
| Name | FOR | WITHHELD | ||
| Lawrence Mendelsohn | 12,585,848 | 901,337 | ||
| Russell Schaub | 12,751,129 | 736,056 | ||
| Steven L. Begleiter | 12,138,522 | 1,348,663 | ||
| John C. Condas | 11,263,114 | 2,224,071 | ||
| Paul Friedman | 11,263,082 | 2,224,103 | ||
| Jonathan Bradford Handley, Jr. | 9,250,509 | 4,236,676 | ||
| J. Kirk Ogren, Jr. | 9,840,001 | 3,647,184 |
In addition, there were 4,730,551 broker non-votes associated with the re-election of the directors. All director nominees were duly re-elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the 2021 annual meeting of stockholders and until his successor is duly elected and qualified.
Proposal 2: The ratification of the appointment of Moss Adams LLP to serve as our registered independent public accounting firm for the fiscal year ending December 31, 2020.
| FOR | AGAINST | ABSTAIN | ||
| 18,070,071 | 101,894 | 45,771 |
At the Annual Meeting, stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.
Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers.
| FOR | AGAINST | ABSTAIN | ||
| 12,602,815 | 399,556 | 484,814 |
In addition, there were 4,730,551 broker non-votes associated with the approval of the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.
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.
| GREAT AJAX CORP. | ||
| By: | /s/ Lawrence Mendelsohn | |
| Name: Lawrence Mendelsohn | ||
|
Title: Chief Executive Officer
| ||
Date: June 23, 2020