Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The Annual Meeting of Stockholders (the "Annual Meeting") of Ready Capital
Corporation (the "Company") was held virtually on July 14, 2021, at which
57,003,586 shares of the Company's common stock were represented in person or by
proxy representing approximately 78.88% of the issued and outstanding shares of
the Company's common stock entitled to vote.
(b) At the Annual Meeting, the Company's stockholders (i) elected the eight
directors below to serve on the Company's board of directors until the Company's
2022 annual meeting of stockholders and until their respective successors are
duly elected and qualify; (ii) ratified the appointment of Deloitte & Touche,
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2021; and (iii) approved, on an advisory basis,
the compensation of the Company's named executive officers. The proposals are
described in detail in the Company's 2021 Proxy Statement. The final results for
the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as
follows:
Name Votes For Votes Withheld Broker Non-Votes
Thomas E. Capasse 44,476,810 1,280,031 11,246,745
Jack J. Ross 42,207,647 3,549,194 11,246,745
Frank P. Filipps 44,986,076 770,765 11,246,745
Dominique Mielle 45,295,447 461,394 11,246,745
Gilbert E. Nathan 40,873,963 4,882,878 11,246,745
Andrea Petro 39,595,114 6,161,727 11,246,745
J. Mitchell Reese 37,837,272 7,919,569 11,246,745
Todd M. Sinai 40,254,856 5,501,985 11,246,745
(ii) The voting results with respect to the ratification of the appointment of
Deloitte & Touche LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2021 were as follows:
Votes For Votes Against Abstain Broker Non-Votes
56,431,593 346,514 225,474 0
(iii) The voting results with respect to the approval, on an advisory basis, of
the compensation of the Company's named executive officers were as follows:
Votes For Votes Against Abstain Broker Non-Votes
37,179,745 6,367,726 2,209,367 11,246,748
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Item 8.01. Other Events.
On July 15, 2021, the Company issued a press release announcing the appointment
of Adam Zausmer to serve as Chief Credit Officer, effective July 15, 2021.
Mr. Zausmer, 44, joined the Company's manager, Waterfall Asset Management, LLC
(the "Manager"), in 2013. Prior to joining the Manager, Mr. Zausmer was a Senior
Underwriter with JPMorgan Chase's Commercial Term Lending business. From 2004 to
2012, Mr. Zausmer was a Vice President on the Credit Risk Management team at
Credit Suisse, specializing in credit, underwriting and workouts for the global
CMBS and Corporate Finance platforms. Mr. Zausmer began his career in 1999 as a
Management Associate within Citigroup's Global Shared Services division and
transitioned to the Residential Real Estate business as a Senior Credit Risk
Analyst until 2004. Mr. Zausmer received a Bachelor of Science degree in
Business Administration from the University at Buffalo in 1999 and a Master of
Science degree in Real Estate from New York University in 2007.
The Company does not have agreements with any of its executive officers or any
employees of the Manager or the Manager's affiliates with respect to their cash
compensation. Mr. Zausmer, like the Company's other executive officers, is an
employee of the Manager and will not receive cash compensation from the Company
for serving as one of its executive officers. The Company expects Mr. Zausmer to
be primarily dedicated to the Company. Pursuant to the Company's management
agreement with the Manager, the Company will pay an allocable share of the
compensation of Mr. Zausmer. Accordingly, the Company intends to reimburse 100%
of his compensation.
Item 9.01. Financial Statements and Exhibits
Exhibit Description
99.1 Press Release, dated July 15, 2021
104.1 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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