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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): May 16, 2024
 
BrightSpire Capital, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland001-3837738-4046290
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
 
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (212) 547-2631

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 l4a-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, par value $0.01 per shareBRSPNew 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 May 16, 2024, BrightSpire Capital, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the six persons listed below as directors of the Company, each to serve until the Company’s 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) approved in an advisory vote the compensation paid to the Company’s named executive officers as of December 31, 2023; and (iii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:

Proposal 1 — Election of Directors

The following persons comprising the entire Board of Directors of the Company were duly elected as directors of the Company to serve until the Company’s 2025 annual meeting of stockholders and until his or her successor is duly elected and qualified, by the following vote:

Nominee
For
Withheld
Abstentions
Broker Non-Votes
Catherine D. Rice
71,335,167956,423175,46525,352,808
Kim S. Diamond
70,570,6821,713,740182,63325,352,808
Catherine Long
70,372,9441,924,693169,41825,352,808
Vernon B. Schwartz
71,144,8771,137,522184,65625,352,808
John E. Westerfield
64,995,2477,257,321214,48725,352,808
Michael J. Mazzei
71,232,240852,428382,38725,352,808

Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation

The Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2023 as described in the Compensation Discussion and Analysis and executive compensation tables of the proxy statement for the Annual Meeting. The table below sets forth the voting results for this proposal:

For
Against
Abstentions
Broker Non-Votes
69,370,1532,207,450889,45225,352,808

Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, by the following vote:

For
Against
Abstentions
Broker Non-Votes
96,821,072810,429188,3620









SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Date: May 16, 2024BRIGHTSPIRE CAPITAL, INC.
By:/s/ David A. Palamé
Name:David A. Palamé
Title:General Counsel and Secretary
 




v3.24.1.1.u2
Document and Entity Information
May 16, 2024
Document Information [Line Items]  
Entity Registrant Name BrightSpire Capital, Inc.
Document Type 8-K
Document Period End Date May 16, 2024
Entity Central Index Key 0001717547
Amendment Flag false
Entity Incorporation, State or Country Code MD
Entity File Number 001-38377
Entity Tax Identification Number 38-4046290
Entity Address, Address Line One 590 Madison Avenue
Entity Address, Address Line Two 33rd 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 547-2631
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, par value $0.01 per share
Trading Symbol BRSP
Security Exchange Name NYSE
Entity Emerging Growth Company false
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