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 18, 2017 (May 17, 2017)

 

Arbor Realty Trust, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

MARYLAND

(STATE OF INCORPORATION)

 

001-32136

 

20-0057959

(COMMISSION FILE NUMBER)

 

(IRS EMPLOYER ID. NUMBER)

 

333 Earle Ovington Boulevard, Suite 900

 

 

Uniondale, New York

 

11553

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

 

(ZIP CODE)

 

(516) 506-4200

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

 

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:

 

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

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

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

 

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

 

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 o

 

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. o

 

 

 



 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

On May 17, 2017, Arbor Realty Trust, Inc. held its Annual Meeting of Stockholders.  At the meeting, the stockholders voted as indicated below on the following proposals:

 

1.                                Election of three Class II directors for a three-year term of office expiring at the 2020 Annual Meeting of Stockholders.

 

Nominee

 

Votes Cast For

 

Withheld

 

Broker Non-Vote

 

Ivan Kaufman

 

53,460,984

 

326,895

 

14,958,403

 

Melvin F. Lazar

 

50,814,667

 

2,973,212

 

14,958,403

 

George Tsunis

 

53,441,689

 

346,190

 

14,958,403

 

 

Each nominee was elected as a director of Arbor Realty Trust, Inc.

 

2.                                Approval to amend and restate the Arbor Realty Trust, Inc. 2014 Omnibus Stock Incentive Plan as disclosed in the 2017 proxy statement.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

52,574,487

 

1,039,195

 

174,197

 

14,958,403

 

 

Proposal 2 was approved.

 

3.                                Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of Arbor Realty Trust, Inc. for the fiscal year 2017.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

68,519,112

 

164,644

 

62,526

 

0

 

 

Proposal 3 was approved.

 

4.                                Advisory vote to approve the compensation of Arbor Realty Trust, Inc.’s named executive officers as disclosed in the 2017 proxy statement.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

48,025,132

 

5,486,589

 

276,158

 

14,958,403

 

 

                                          Proposal 4 was approved.

 

5.                                Advisory vote on the frequency of future advisory votes to approve executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Vote

 

15,846,442

 

263,230

 

37,403,349

 

274,858

 

14,958,403

 

 

                                          Proposal 5 was approved for every “three years”.

 

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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.

 

 

ARBOR REALTY TRUST, INC.

 

 

 

 

By:

/s/ Paul Elenio

 

Name:

Paul Elenio

 

Title:

Chief Financial Officer

 

 

 

Date: May 18, 2017

 

 

 

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