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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
(Exact Name of Registrant as Specified in its Charter)
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(IRS Employer Identification No.) |
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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 Exchange Act:
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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).
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 1.01 Entry into an Amendment to a Material Definitive Agreement.
On May 31, 2022, CMTG GS Finance LLC, a subsidiary of Claros Mortgage Trust, Inc. (the “Company”), entered into an amendment to the Amended and Restated Master Repurchase and Securities Contract Agreement (the “Goldman Sachs Warehouse Facility”) with Goldman Sachs Bank, USA, pursuant to which the maximum facility amount was decreased from $750,000,000 to $500,000,000.
The foregoing description of the amendment to the Goldman Sachs Warehouse Facility is only a summary of certain material provisions of the amendment and is qualified in its entirety by reference to a copy of such amendment, which is filed herewith as Exhibit 10.1 and by this reference incorporated herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (a) | The Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2022 via live webcast. |
| (b) | The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below: |
| Proposal 1: | The Company’s stockholders elected the nine nominated directors identified below, each to serve and to hold office for a one-year term until the Company’s next annual meeting of stockholders in 2023 and until their successors have been duly elected and qualified or until their earlier resignation or removal. |
| Nominee |
For | Withheld | Broker Non-Votes |
|||||||||
| Richard Mack |
90,182,261 | 58,751 | 1,980,652 | |||||||||
| Michael McGillis |
90,239,257 | 1,755 | 1,980,652 | |||||||||
| Steven L. Richman |
90,238,857 | 2,155 | 1,980,652 | |||||||||
| Andrew Silberstein |
90,238,757 | 2,255 | 1,980,652 | |||||||||
| Derrick D. Cephas |
90,238,357 | 2,655 | 1,980,652 | |||||||||
| Mary Haggerty |
90,239,522 | 1,490 | 1,980,652 | |||||||||
| Pamela Liebman |
90,239,522 | 1,490 | 1,980,652 | |||||||||
| Vincent Tese |
90,238,357 | 2,655 | 1,980,652 | |||||||||
| W. Edward Walter III |
90,239,257 | 1,755 | 1,980,652 | |||||||||
| Proposal 2: | The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2022. |
| For |
Against |
Abstain |
Broker | |||
| 86,469,349 | 2,314 | 5,750,001 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | First Amendment to Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of May 31, 2022, by and between CMTG GS Finance LLC and Goldman Sachs Bank USA. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| CLAROS MORTGAGE TRUST, INC. | ||||||
| Date: June 3, 2022 | By: | /s/ J. Michael McGillis | ||||
| J. Michael McGillis | ||||||
| President | ||||||
