0001717547false00017175472021-05-052021-05-05

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): May 5, 2021

 

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 Executive Offices, Including Zip Code)

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:

 

☐             Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐             Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐             Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐             Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

 

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 ☐

 

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 5.07.                                         Submission of Matters to a Vote of Security Holders.

 

On May 5, 2021, Colony Credit Real Estate, Inc. (the “Company”) held its 2021 annual meeting of stockholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s stockholders: (i) elected the five persons listed below as directors of the Company, each to serve until the Company’s 2022 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, 2020 was; 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, 2021.  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 2022 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						81,761,851						7,424,244												309,900									21,580,837
Vernon B. Schwartz						81,527,349						7,581,084												387,562									21,580,837
John E. Westerfield						80,986,599						8,115,188												394,208									21,580,837
Winston W. Wilson						81,612,598						7,489,228												394,169									21,580,837
Michael J. Mazzei						82,442,926						579,976												6,473,093									21,580,837

 

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, 2020 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
65,923,500						22,621,901						950,594						21,580,837

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, 2021, by the following vote:

 

For						Against						Abstentions						Broker Non-Votes
110,267,515						339,429						469,888						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.

 

Date: May 5, 2021			COLONY CREDIT REAL ESTATE, INC.
			By:			/s/ David A. Palamé
			Name:			David A. Palamé
			Title:			General Counsel & Secretary