UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 4, 2020 (
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OF INCORPORATION)
| (COMMISSION FILE NUMBER) | (IRS EMPLOYER ID. NUMBER) |
| (ZIP CODE) | |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
(
(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:
| 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)) |
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
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbols | Name of each exchange on which registered |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 3, 2020, Arbor Realty Trust, Inc. held its virtual 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 2023 annual meeting of stockholders and the election of a Class III director for a one-year term of office expiring at the 2021 annual meeting of stockholders. |
| Nominee | Votes Cast For | Withheld | Broker Non-Vote | |||||||||
| Ivan Kaufman | 64,358,164 | 1,518,828 | 44,308,961 | |||||||||
| Melvin F. Lazar | 64,241,522 | 1,635,470 | 44,308,961 | |||||||||
| George Tsunis | 55,064,769 | 10,812,223 | 44,308,961 | |||||||||
| Kenneth J. Bacon | 65,022,404 | 854,588 | 44,308,961 | |||||||||
Each nominee was elected as a director of Arbor Realty Trust, Inc.
| 2. | Approval to amend and restate the Arbor Realty Trust, Inc. 2017 Amended Omnibus Stock Incentive Plan as disclosed in the 2020 proxy statement. |
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 56,285,357 | 8,699,667 | 891,968 | 44,308,961 | |||||||||||
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 2020. |
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 107,867,155 | 1,017,640 | 1,301,158 | 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 2020 proxy statement. |
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 55,948,265 | 8,216,987 | 1,711,740 | 44,308,961 | |||||||||||
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 | ||||||||||||||
| 28,629,766 | 1,386,272 | 34,549,467 | 1,311,487 | 44,308,961 | ||||||||||||||
Based on the results of the vote, and consistent with the Board of Directors’ recommendation, stockholders recommended to continue to hold the non-binding advisory vote to approve executive compensation every three years. Accordingly, Arbor Realty Trust, Inc. will hold the non-binding advisory votes to approve executive compensation every three years until the next required advisory vote.
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: June 4, 2020 | ||