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Broadmark Realty Capital (BRMK)

Filed: 17 Jun 20, 4:16pm

 

 

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):June 16, 2020

 

 

 

BROADMARK REALTY CAPITAL INC.

(Exact name of registrant as specified in its charter)

 

Maryland

001-39134

84-2620891

(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

 

1420 Fifth Avenue, Suite 2000

Seattle, WA 98101

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(206) 971-0800

 

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 14a-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 Securities Act of 1933, as amended:

 

Title of each class  Trading Symbols  Name of each exchange on which registered
Common stock, par value $0.001 per share  BRMK  New York Stock Exchange
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share  BRMK WS  NYSE American LLC

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Emerging growth companyx

 

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 of 1934, as amended.¨

 

 

 

 

 

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

 

On June 16, 2020, Broadmark Realty Capital Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”) in a virtual meeting format. At the Annual Meeting, the Company’s stockholders voted on the two proposals described below. The proposals presented at the Annual Meeting are described in detail in the Company’s Proxy Statement.

 

As of April 15, 2020, the record date for the Annual Meeting, there were a total of 132,111,329 shares of the Company’s common stock issued and outstanding and entitled to vote on each matter presented for vote at the Annual Meeting. The final results for each of the matters submitted to a vote of the stockholders at the Annual Meeting are as follows:

 

Proposal 1: Election of Directors.

 

Nominee

Votes

For

Votes AgainstAbstentionsBroker
Non-Votes
Joseph L. Schocken61,971,0241,930,029880,02348,333,825
Jeffrey B. Pyatt61,998,2261,949,809843,04148,333,825
Stephen G. Haggerty63,691,165365,997723,91448,333,825
Daniel J. Hirsch63,433,909308,2411,038,92648,333,825
Kevin M. Luebbers63,432,812309,4871,038,77748,333,825
Norma J. Lawrence63,455,780286,7041,038,59248,333,825
David A. Karp63,431,902310,4101,038,76448,333,825

 

Proposal 2: Ratification of the selection of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Votes

For

Votes AgainstAbstentionsBroker Non-Votes
112,032,291253,035829,575Not Applicable

 

Each of the director nominees was elected and the selection of Moss Adams LLP was ratified.

 

 

 

  

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.

 

 BROADMARK REALTY CAPITAL INC. 
   
 By:/s/ David Schneider 
  Name: David Schneider 
  Title: Chief Financial Officer 
    

Date: June 17, 2020