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 27, 2020
NEXPOINT REAL ESTATE FINANCE, INC.
(Exact Name Of Registrant As Specified In Charter)
| Maryland | 001-39210 | 84-2178264 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
300 Crescent Court, Suite 700
Dallas, Texas 75201
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (972) 628-4100
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)) |
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 | NREF | New York Stock Exchange | ||
| 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | NREF-PRA | New York Stock Exchange |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2020, Catherine Wood was appointed to the Board of Directors (the “Board”) of NexPoint Real Estate Finance, Inc. (the “Company”) with a term set to expire at the 2021 annual meeting of stockholders. At the time of this disclosure, Ms. Wood has not been named to serve on any committees of the Board.
In connection with being appointed to the Board, Ms. Wood entered into the Company’s standard indemnification agreement for directors.
Ms. Wood will receive compensation in accordance with the Company’s existing compensation policy for non-employee directors, which is described under “Management – Compensation of Our Directors” in the Company’s Registration Statement on Form S-11, as amended (Registration No. 333-235698), filed with the Securities and Exchange Commission on February 4, 2020. There are no arrangements or understandings between Ms. Wood and any other person pursuant to which she was selected to serve on the Board. There are also no transactions or relationships between Ms. Wood and the Company that would require disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
| NEXPOINT REAL ESTATE FINANCE, INC. | ||
| By: | /s/ Brian Mitts | |
| Name: | Brian Mitts | |
| Title: | Chief Financial Officer, Executive VP-Finance, Secretary and Treasurer | |
Date: July 28, 2020