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 2, 2019
Colony Credit Real Estate, Inc.
(Exact name of registrant as specified in its charter)
Maryland | 001-38377 | 38-4046290 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
515 S. Flower Street, 44th Floor Los Angeles, CA | 90071 | |
(Address of principal | (Zip Code) | |
executive offices) | ||
Registrant’s telephone number, including area code: (310) 282-8820
Not Applicable
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Class A common stock, par value $0.01 per share | CLNC | New York Stock Exchange |
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 2, 2019, Colony Credit Real Estate, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the seven persons listed below as directors of the Company, each to serve until the Company’s 2020 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) on an advisory basis, recommended every year the frequency of future advisory stockholder votes on executive compensation; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2019. 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
Nominee | For | Withheld | Broker Non-Votes | |||
Richard B. Saltzman | 72,482,902 | 2,356,444 | 39,282,549 | |||
Catherine D. Rice | 72,313,901 | 2,547,839 | 39,282,549 | |||
Vernon B. Schwartz | 72,214,677 | 2,625,182 | 39,282,549 | |||
John E. Westerfield | 70,852,734 | 3,991,985 | 39,282,549 | |||
Winston W. Wilson | 72,303,926 | 2,528,282 | 39,282,549 | |||
Darren J. Tangen | 71,379,325 | 3,457,275 | 39,282,549 | |||
Kevin P. Traenkle | 73,897,374 | 951,509 | 39,282,549 | |||
Proposal 2 — 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
Every Year | Every Two Years | Every Three Years | |||
73,313,664 | 625,080 | 537,921 | |||
Abstain | Broker Non-Votes | ||
932,932 | 39,282,549 | ||
Proposal 3 — Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Calendar Year Ending December 31, 2019
For | Against | Abstentions | Broker Non-Votes | |||
113,697,735 | 228,372 | 766,039 | 0 | |||
SIGNATURE
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.
Dated: May 3, 2019 | COLONY CREDIT REAL ESTATE, INC. | |
By: | /s/ David A. Palamé | |
Name: | David A. Palamé | |
Title: | General Counsel & Secretary | |