8-K
filed May 16, 2023, 7:59 PM ET
ticker BRSP
CIK 0001717547
other material
confidence high
sentiment negative
materiality 0.15
BrightSpire Capital shareholders reject proposal to eliminate supermajority voting requirement
BrightSpire Capital, Inc.
- All six director nominees elected; advisory say-on-pay approved; Ernst & Young ratified as auditor for FY2023.
- Charter amendment to eliminate supermajority voting failed with ~58% 'for', below required two-thirds.
- Proposal would have allowed majority vote for charter amendments; needed 66.7% approval; 25.6M broker non-votes.
- Approximately 75M shares voted 'for' the amendment, 926K against, 519K abstentions.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BrightSpire Capital, Inc. shareholders rejected Approval of charter amendment to eliminate supermajority voting requirement at the 2023-05-16 meeting.
- Proposal
- charter amendment
- Outcome
- failed
- Meeting
- 2023-05-16
Exact text from the filing
Proposal 4 — Approval of the Charter Amendment The Company’s stockholders did not approve the Charter Amendment. The Charter Amendment would have eliminated the supermajority voting requirement in Article VIII of the Charter, so that any and all amendments to the Charter (except for those amendments permitted to be made without stockholder approval under Maryland law or by a specific provision in the Charter) would require the affirmative vote of a majority of all the votes entitled to be cast on the matter. The Charter Amendment required a two-thirds approval of all votes entitled to be cast on the matter. Votes “For” accounted for approximately 58% (i.e., less than the two-thirds threshold required) of all votes entitled to be cast on the matter, as set forth below: For Against Abstentions Broker Non-Votes 75,048,697 925,790 518,620 25,588,258
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BrightSpire Capital, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-05-16
Exact text from the filing
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, 2022 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal: For Against Abstentions Broker Non-Votes 72,683,759 3,305,114 504,234 25,588,258
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BrightSpire Capital, Inc. shareholders approved Election of Directors at the 2023-05-16 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-05-16
Exact text from the filing
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 to serve until the Company’s 2024 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 75,350,566 951,115 191,426 25,588,258 Kim S. Diamond 74,779,574 1,498,220 215,313 25,588,258 Catherine Long 74,663,358 1,619,054 210,695 25,588,258 Vernon B. Schwartz 75,188,373 1,100,507 204,227 25,588,258 John E. Westerfield 70,335,472 5,945,432 212,203 25,588,258 Michael J. Mazzei 75,488,689 804,240 200,178 25,588,258
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
BrightSpire Capital, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-05-16 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-05-16
Exact text from the filing
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, 2023, by the following vote: For Against Abstentions Broker Non-Votes 100,332,780 1,517,921 230,664 0
View on SEC.gov
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