BrightSpire Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BRSP
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): May 14, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2025, BrightSpire Capital, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the six persons listed below as directors of the Company, each to serve until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) approved in an advisory vote the compensation paid to the Company’s named executive officers as of December 31, 2024; (iii) on an advisory basis, recommended that the frequency of future advisory stockholder votes on executive compensation should occur “Every Year”; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:
Proposal 1 — Election of Directors
The following persons comprising the entire Board of Directors of the Company were duly elected as directors of the Company to serve until the Company’s 2026 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:
Nominee | For | Withheld | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
Catherine D. Rice | 66,222,121 | 1,223,322 | 11,164,789 | 22,998,482 | ||||||||||||||||||||||
Kim S. Diamond | 76,562,800 | 1,890,652 | 156,780 | 22,998,482 | ||||||||||||||||||||||
Catherine Long | 76,283,867 | 2,168,995 | 157,370 | 22,998,482 | ||||||||||||||||||||||
Vernon B. Schwartz | 77,206,718 | 1,225,783 | 177,731 | 22,998,482 | ||||||||||||||||||||||
John E. Westerfield | 75,904,033 | 2,532,010 | 174,189 | 22,998,482 | ||||||||||||||||||||||
Michael J. Mazzei | 77,908,037 | 526,116 | 176,079 | 22,998,482 | ||||||||||||||||||||||
Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation
The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2024 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal:
For | Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 75,977,371 | 1,933,147 | 699,714 | 22,998,482 | |||||||||||||||||
Proposal 3 — Recommendation (on an advisory, non-binding basis) on the Frequency of the Advisory Vote Related to the Compensation of the Company’s Named Executive Officers
In accordance with the stockholder voting results in which “Every Year” received the highest number of votes cast on the frequency proposal, the Company’s Board of Directors has determined that future stockholder non-binding advisory votes on executive compensation will occur every year. Accordingly, the Company will include a non-binding advisory vote on executive compensation every year in its future proxy materials until the next stockholder vote on the frequency of such votes, which will be no later than the Company’s 2031 Annual Meeting of Stockholders. The table below sets forth the voting results for this proposal:
| Every Year | Every Two Years | Every Three Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 76,826,569 | 433,191 | 1,010,494 | 339,978 | 22,998,482 | ||||||||||||||||||||||
Proposal 4 — Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, by the following vote:
For | Against | Abstentions | ||||||||||||
| 100,804,112 | 664,783 | 139,819 | ||||||||||||
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.
| Date: May 14, 2025 | BRIGHTSPIRE CAPITAL, INC. | |||||||
| By: | /s/ David A. Palamé | |||||||
| Name: | David A. Palamé | |||||||
| Title: | General Counsel and Secretary | |||||||