UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 4, 2020, Colony Credit Real Estate, Inc. (the “Company”) held its 2020 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 2021 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, 2019; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. 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 until the 2021 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 |
80,801,521 |
1,519,318 |
352,253 |
32,424,130 |
||||||||||||
| Vernon B. Schwartz |
80,542,714 |
1,695,092 |
435,286 |
32,424,130 |
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| John E. Westerfield |
80,517,252 |
1,681,919 |
473,921 |
32,424,130 |
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| Winston W. Wilson |
80,580,231 |
1,652,696 |
440,165 |
32,424,130 |
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| Mark M. Hedstrom |
79,653,667 |
2,554,943 |
464,482 |
32,424,130 |
||||||||||||
| Michael J. Mazzei |
79,671,959 |
2,530,215 |
470,918 |
32,424,130 |
||||||||||||
| Andrew E. Witt |
79,581,467 |
2,616,401 |
475,224 |
32,424,130 |
||||||||||||
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, 2019 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 71,269,486 |
9,418,216 |
1,985,390 |
32,424,130 |
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, by the following vote:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 113,285,879 |
1,294,974 |
516,369 |
0 |
SIGNATURES
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 5, 2020 |
COLONY CREDIT REAL ESTATE, INC. | |||||
| By: |
/s/ David A. Palamé | |||||
| David A. Palamé | ||||||
| General Counsel and Secretary | ||||||