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): July 14, 2020

 

 

FS Credit Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Maryland   333-216037   81-4446064

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

201 Rouse Boulevard

Philadelphia, Pennsylvania

  19112
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (215) 495-1150

None

(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:

 

 

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))

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

N/A   N/A   N/A

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.  ☒

 

 

 


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

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on July 14, 2020. As of April 9, 2020, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 10,400,174 shares of common stock were eligible to be voted, and 5,360,376 of those shares were voted in person or by proxy at the Annual Meeting. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s proxy statement:

 

   

Proposal No. 1 – to elect the seven members of the board of directors named in the Company’s proxy statement to serve as directors of the Company until the 2021 annual meeting of stockholders and until their successors are duly elected and qualified; and

 

   

Proposal No. 2 – to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

All of the director nominees listed in the Company’s 2020 proxy statement were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each director nominee are set forth below:

 

Director Nominee

   Votes For      Votes Withheld      Broker Non-Votes  

David J. Adelman

     4,700,001        160,256        500,119  

Karen D. Buchholz

     4,721,016        139,241        500,119  

Terence J. Connors

     4,688,218        172,039        500,119  

Michael C. Forman

     4,694,077        166,180        500,119  

John A. Fry

     4,699,062        161,195        500,119  

Jeffrey Krasnoff

     4,705,133        155,124        500,119  

Jack A. Markell

     4,689,365        170,892        500,119  

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

5,173,813   43,426   143,137   (0)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    FS Credit Real Estate Income Trust, Inc.
Date: July 15, 2020     By:  

/s/ Stephen S. Sypherd

      Stephen S. Sypherd
      Vice President, Treasurer and Secretary