Ladder Capital Corp 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.
On June 6, 2024, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors, each with a term expiring at the 2027 Annual Meeting and until such person’s successor is duly elected and qualified, (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, (3) the approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (“Say on Pay”) as described in the Company’s 2024 proxy statement and (4) the approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes.
Based on the votes by holders of the Company’s Class A common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The re-election of Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors:
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | ||||
| Douglas Durst | 35,307,856 | 45,289,961 | 23,315,664 | ||||
| Jeffrey Steiner | 55,425,721 | 25,172,096 | 23,315,664 |
2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | |||||
| 103,528,614 | 199,394 | 185,473 | |||||
3. The approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as described in the Company’s 2024 proxy statement:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||
| 31,169,634 | 48,876,226 | 551,957 | 23,315,664 | |||||
4. The approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes:
| EVERY 1 YEAR | EVERY 2 YEARS | EVERY 3 YEARS | ABSTENTIONS | BROKER NON-VOTES | |||||
| 64,535,130 | 320,384 | 15,320,277 | 422,026 | 23,315,664 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
The Company has decided, going forward, to include a stockholder vote on Say on Pay every three years, consistent with the Board of Director’s recommendation to stockholders.
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.
| Date: June 7, 2024 | LADDER CAPITAL CORP | |
| By: | /s/ Kelly Porcella | |
| Name: | Kelly Porcella | |
| Title: | Chief Administrative Officer & General Counsel | |