Granite Point Mortgage Trust Inc.

06/02/2023 | Press release | Distributed by Public on 06/02/2023 14:15

Submission of Matters to a Vote of Security Holders - Form 8-K

gpmt-20230601

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 1, 2023

Granite Point Mortgage Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland 001-38124 61-1843143
(State or other jurisdiction
of incorporation) 		(Commission
File Number) 		(I.R.S. Employer
Identification No.)
3 Bryant Park, Suite 2400A
New York, NY 10036
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code: (212) 364-5500

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 Act:
Title of each class: Trading Symbol(s) Name of each exchange on which registered:
Common Stock, par value $0.01 per share GPMT NYSE
7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share
GPMTPrA NYSE
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. ☐


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

The Company held its Annual Meeting on June 1, 2023, for the purpose of: (i) electing six directors to serve on the Board until the 2024 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company's named executive officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

On April 3, 2023, the record date for the Annual Meeting, there were 51,526,039 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. There were 38,080,407 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

Proposal 1 - Election of Directors

Each of the six director nominees proposed by the Board was elected to serve as a director until the Company's 2024 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:

Nominee
For
Against
Abstain
Broker Non-Votes
Tanuja M. Dehne
22,978,902
1,076,740
160,230
13,864,535
Stephen G. Kasnet
23,098,132
946,472
171,268
13,864,535
Sheila K. McGrath
23,215,909
830,228
169,735
13,864,535
W. Reid Sanders
23,087,349
956,641
171,882
13,864,535
John A. Taylor
23,241,415
701,011
273,446
13,864,535
Hope B. Woodhouse
22,955,184
1,090,266
170,422
13,864,535

Proposal 2 - Approval of Advisory Vote on Executive Compensation

Stockholders approved the advisory resolution on the Company's executive compensation. The proposal received the following final voting results:

For
Against
Abstain
Broker Non-Votes
22,606,534
1,165,733
443,605
13,864,535

Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. The proposal received the following final voting results:

For
Against
Abstain
37,195,741
530,416
354,250

















Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No. Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)








SIGNATURES

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.
GRANITE POINT MORTGAGE TRUST INC.
By: /s/ MICHAEL J. KARBER
Michael J. Karber
General Counsel and Secretary
Date: June 2, 2023