Broadmark Realty Capital Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting of stockholders of Broadmark Realty Capital Inc., a Maryland corporation (the “Company”), was held as a virtual meeting on May 30, 2023 at 10:00 a.m., Pacific Time (the “Special Meeting”). A total of 73,450,361 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), out of a total of 131,750,308 shares of Common Stock issued and outstanding and entitled to vote as of the close of business on April 17, 2023, the record date for the determination of stockholders entitled to vote at the Special Meeting, were present or represented by proxy at the Special Meeting and, therefore, a quorum was present. A summary of the voting results for the following proposals, each of which is described in more detail in the Company’s definitive joint proxy statement/prospectus, dated April 20, 2023, which was first mailed to the Company’s stockholders on or about April 21, 2023, is set forth below:
Proposal 1: Broadmark Merger Proposal
As previously disclosed, on February 26, 2023, the Company, Ready Capital Corporation, a Maryland corporation (“Ready Capital”), and RCC Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ready Capital (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms and conditions therein, the Company will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”).
At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to approve the Merger, and the other transactions contemplated in connection therewith, pursuant to the Merger Agreement. Approximately 53.91% of the outstanding shares of Common Stock voted in favor of the proposal. The votes on this proposal were as follows:
| For | Against | Abstain | ||
| 71,038,343 | 1,940,009 | 472,009 |
Proposal 2: Broadmark Compensation Proposal
At the Special Meeting, the Company’s stockholders voted upon and approved a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the Merger. Approximately 85.84% of the shares of Common Stock present or represented by proxy at the Special Meeting were voted in favor of the proposal. The votes on this proposal were as follows:
| For | Against | Abstain | ||
| 63,055,725 | 7,017,809 | 3,376,827 |
Proposal 3: Broadmark Adjournment Proposal
Because stockholders holding at least a majority of the shares of Common Stock issued and outstanding and entitled to vote approved the proposal to approve the Merger, and the other transactions contemplated in connection therewith, pursuant to the Merger Agreement, the vote was not called on the proposal to adjourn the Special Meeting, if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger, and the other transactions contemplated in connection therewith, pursuant to the Merger Agreement, if there are not sufficient votes at the time of such adjournment to approve such proposal.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| BROADMARK REALTY CAPITAL INC. | ||
| Date: May 31, 2023 | By: | /s/ Nevin Boparai |
| Name: | Nevin Boparai | |
| Title: | Executive Vice President and Chief Legal Officer | |