Item 5.07 Submission of Matters to a Vote of Security Holders.
A special meeting of common stockholders of Capstead Mortgage Corporation (“Capstead”) was held on October 15, 2021, solely by means of a virtual meeting conducted live over the Internet (the “Special Meeting”), to vote on the proposals set forth in the definitive proxy statement/prospectus, dated September 7, 2021 (the “Proxy Statement”), which was first mailed to Capstead’s common stockholders on or about September 8, 2021, and which was supplemented on September 23, 2021, and October 6, 2021. Out of a total of 96,875,560 outstanding shares of common stock, par value $0.01 per share, of Capstead (“Common Stock”), entitled to vote at the Special Meeting as of the close of business on August 26, 2021, a total of 71,875,230 shares of Common Stock were represented in person virtually or by proxy at the Special Meeting, which constituted a quorum. A summary of the voting results of the Special Meeting is set forth below.
Proposal 1 – Capstead Merger Proposal
At the Special Meeting, Capstead common stockholders approved by the requisite vote a proposal to approve the merger of Capstead with and into Rodeo Sub I, LLC, a Maryland limited liability company (“Merger Sub”), with Merger Sub continuing as the surviving entity and the other transactions contemplated in connection therewith (collectively, the “Merger”), pursuant to that certain Agreement and Plan of Merger, dated as of July 25, 2021, as amended pursuant to that certain First Amendment to Agreement and Plan of Merger, dated as of September 22, 2021 (as amended, the “Merger Agreement”), by and among Franklin BSP Realty Trust, Inc. (f/k/a Benefit Street Partners Realty Trust, Inc.), a Maryland corporation (“FBRT”), Merger Sub, Capstead and Benefit Street Partners L.L.C., a Delaware limited liability company and the external advisor of FBRT. The voting results for this proposal (the “Capstead Merger Proposal”) were as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
70,525,594
|
|
779,503
|
|
570,133
|
Proposal 2 – Capstead Non-Binding Compensation Advisory Proposal
The non-binding advisory proposal to approve the compensation that may be paid or become payable to Capstead’s named executive officers that is based on or otherwise relates to the Merger was approved as follows:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
66,919,637
|
|
4,145,320
|
|
810,273
|
Proposal 3 – Capstead Adjournment Proposal
The proposal to approve the adjournment of the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Capstead Merger Proposal was not voted upon at the Special Meeting because such proposal was rendered moot due to the approval of the Capstead Merger Proposal.
Consummation of the Merger is subject to the satisfaction of certain customary closing conditions, all as set forth in the Merger Agreement and discussed in detail in the Proxy Statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 7, 2021, and supplemented on September 23, 2021, and October 6, 2021, all of which are available on the SEC’s website at www.sec.gov. The foregoing description is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Annex A to the Proxy Statement. Assuming the satisfaction of the closing conditions set forth in the Merger Agreement, Capstead expects the closing of the Merger to occur on or about October 19, 2021.