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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
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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).
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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.
On June 2, 2022, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Alan Fishman, Pamela McCormack and David Weiner to the Board of Directors as Class II Directors, each with a term expiring at the 2025 Annual Meeting and until such person’s successor is duly elected and qualified and (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022.
Based on the votes by holders of the Company’s Class A common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The re-election of Alan Fishman, Pamela McCormack and David Weiner to the Board of Directors as Class II Directors:
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||
| Alan Fishman | 25,181,157 | 45,026,266 | 32,031,503 | |||
| Pamela McCormack | 49,666,543 | 20,540,880 | 32,031,503 | |||
| David Weiner | 50,949,985 | 19,257,438 | 32,031,503 |
2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||
| 101,446,775 | 646,574 | 145,577 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
2
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.
| LADDER CAPITAL CORP | ||
| Date: June 3, 2022 | By: | /s/ Kelly Porcella |
| Name: | Kelly Porcella | |
| Title: | Chief Administrative Officer & General Counsel | |
