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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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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 1, 2021, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors, each with a term expiring at the 2024 annual meeting of stockholders and until his successor is duly elected and qualified, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021 and (3) the approval of a non-binding, advisory resolution to approve the Company’s executive compensation as described in the Company’s 2021 proxy statement.
Based on the votes by holders of 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 Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors:
| DIRECTOR NOMINEE | VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
| Douglas Durst | 44,018,079 | 29,845,775 | 27,980,464 | |||||||||
| Jeffrey Steiner | 43,554,845 | 30,309,009 | 27,980,464 | |||||||||
2. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | ||||||||
| 100,658,878 | 1,027,318 | 158,122 | ||||||||
3. The approval of a non-binding, advisory resolution to approve the Company’s executive compensation as described in the Company’s 2021 proxy statement:
| VOTES FOR | VOTES AGAINST | ABSTENTIONS | BROKER NON-VOTES | |||||||||
| 25,090,943 | 48,282,784 | 490,127 | 27,980,464 | |||||||||
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
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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 4, 2021 | By: | /s/ Kelly Porcella |
| Name: | Kelly Porcella | |
| Title: | Chief Administrative Officer & General Counsel | |
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