New Residential Investment Corp. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
$NRZ
Real Estate Investment Trusts
Real Estate
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): December 30, 2022
(Exact name of registrant as specified in its charter)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code (212 )
850-7770
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(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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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).
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Emerging growth company
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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.
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On December 30, 2022, the board of directors (the “Board”) of Rithm Capital Corp. (the “Company”) elected Peggy Hwan Hebard as an independent director of
the Company, effective as of January 1, 2023, in order to fill the vacancy resulting from the resignation of Robert McGinnis on December 14, 2022. Ms. Hebard will serve as a Class III director with a term expiring at the 2025 annual meeting of the
stockholders of the Company. The Board also appointed Ms. Hebard as a member of the Audit Committee and Compensation Committee of the Board, effective as of January 1, 2023.
As of the date of the appointment, Ms. Hebard has not entered into or proposed to enter into any transactions required to be reported under Item 404(a) of Regulation
S-K.
Ms. Hebard will receive the standard annual Board compensation for non-employee directors for 2023. In connection with her election, the Company entered into its
customary indemnification agreement with Ms. Hebard.
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Item 7.01.
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Regulation FD Disclosure.
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A copy of the Company’s press release announcing the election of Ms. Hebard to the Board is attached as Exhibit 99.1 hereto.
The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, the information in the press
release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein. The furnishing of
the information in this Current Report with respect to the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report with respect to the press release is
material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Press release, dated January 4, 2023, issued by Rithm Capital Corp.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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Date: January 4, 2023
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RITHM CAPITAL CORP.
(Registrant)
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By:
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/s/ Nicola Santoro, Jr.
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Nicola Santoro, Jr.
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Chief Financial Officer and Chief Accounting Officer
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