Form 8-K - Current report

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 6, 2024

Ladder Capital Corp
(Exact name of registrant as specified in its charter)

Delaware	001-36299	80-0925494
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

320 Park Avenue, 15th Floor
New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212- 715-3170

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
Class A common stock, $0.001 par value		LADR		New York Stock Exchange

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.

On June 6, 2024, 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 2027 Annual Meeting and until such person’s successor is duly elected and qualified, (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, (3) the approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (“Say on Pay”) as described in the Company’s 2024 proxy statement and (4) the approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes.

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 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	35,307,856	45,289,961	23,315,664
Jeffrey Steiner	55,425,721	25,172,096	23,315,664

2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024:

VOTES FOR		VOTES AGAINST			ABSTENTIONS
103,528,614			199,394			185,473

3. The approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as described in the Company’s 2024 proxy statement:

VOTES FOR		VOTES AGAINST			ABSTENTIONS		BROKER NON-VOTES
31,169,634			48,876,226		551,957		23,315,664

4. The approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes:

EVERY 1 YEAR		EVERY 2 YEARS		EVERY 3 YEARS		ABSTENTIONS		BROKER NON-VOTES
64,535,130		320,384		15,320,277		422,026		23,315,664

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

The Company has decided, going forward, to include a stockholder vote on Say on Pay every three years, consistent with the Board of Director’s recommendation to stockholders.

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.

Date: June 7, 2024	LADDER CAPITAL CORP

	By:	/s/ Kelly Porcella
	Name:	Kelly Porcella
	Title:	Chief Administrative Officer & General Counsel

Cover	Jun. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 06, 2024
Entity File Number	001-36299
Entity Registrant Name	Ladder Capital Corp
Entity Central Index Key	0001577670
Entity Tax Identification Number	80-0925494
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	320 Park Avenue
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	715-3170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, $0.001 par value
Trading Symbol	LADR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false