Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of common stockholders of Capstead Mortgage Corporation
("Capstead") was held on October 15, 2021, solely by means of a virtual meeting
conducted live over the Internet (the "Special Meeting"), to vote on the
proposals set forth in the definitive proxy statement/prospectus, dated
September 7, 2021 (the "Proxy Statement"), which was first mailed to Capstead's
common stockholders on or about September 8, 2021, and which was supplemented on
September 23, 2021, and October 6, 2021. Out of a total of 96,875,560
outstanding shares of common stock, par value $0.01 per share, of Capstead
("Common Stock"), entitled to vote at the Special Meeting as of the close of
business on August 26, 2021, a total of 71,875,230 shares of Common Stock were
represented in person virtually or by proxy at the Special Meeting, which
constituted a quorum. A summary of the voting results of the Special Meeting is
set forth below.
Proposal 1 - Capstead Merger Proposal
At the Special Meeting, Capstead common stockholders approved by the requisite
vote a proposal to approve the merger of Capstead with and into Rodeo Sub I,
LLC, a Maryland limited liability company ("Merger Sub"), with Merger Sub
continuing as the surviving entity and the other transactions contemplated in
connection therewith (collectively, the "Merger"), pursuant to that certain
Agreement and Plan of Merger, dated as of July 25, 2021, as amended pursuant to
that certain First Amendment to Agreement and Plan of Merger, dated as of
September 22, 2021 (as amended, the "Merger Agreement"), by and among Franklin
BSP Realty Trust, Inc. (f/k/a Benefit Street Partners Realty Trust, Inc.), a
Maryland corporation ("FBRT"), Merger Sub, Capstead and Benefit Street Partners
L.L.C., a Delaware limited liability company and the external advisor of
FBRT. The voting results for this proposal (the "Capstead Merger Proposal") were
as follows:
For Against Abstain
70,525,594 779,503 570,133
Proposal 2 - Capstead Non-Binding Compensation Advisory Proposal
The non-binding advisory proposal to approve the compensation that may be paid
or become payable to Capstead's named executive officers that is based on or
otherwise relates to the Merger was approved as follows:
For Against Abstain
66,919,637 4,145,320 810,273
Proposal 3 - Capstead Adjournment Proposal
The proposal to approve the adjournment of the Special Meeting, if necessary or
appropriate, for the purpose of soliciting additional votes for the approval of
the Capstead Merger Proposal was not voted upon at the Special Meeting because
such proposal was rendered moot due to the approval of the Capstead Merger
Proposal.
Consummation of the Merger is subject to the satisfaction of certain customary
closing conditions, all as set forth in the Merger Agreement and discussed in
detail in the Proxy Statement, which was filed with the U.S. Securities and
Exchange Commission (the "SEC") on September 7, 2021, and supplemented on
September 23, 2021, and October 6, 2021, all of which are available on the SEC's
website at www.sec.gov. The foregoing description is qualified in its entirety
by reference to the full text of the Merger Agreement, which is attached as
Annex A to the Proxy Statement. Assuming the satisfaction of the closing
conditions set forth in the Merger Agreement, Capstead expects the closing of
the Merger to occur on or about October 19, 2021.
Item 8.01 Other Events.
On October 15, 2021, Capstead issued a press release announcing the results of
the Special Meeting. A copy of the press release is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
Exhibit 99.1 Press Release, dated October 15, 2021, announcing the results of
the Special Meeting.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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