Granite Point Mortgage Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
As noted in Item 5.07 of this Current Report on Form 8-K, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Granite Point Mortgage Trust Inc. (the “Company”) held on June 5, 2025, the Company’s stockholders approved the proposed Amended and Restated Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan (the “Amended Incentive Plan”). The Company’s Board of Directors (the “Board”) approved the Amended Incentive Plan on March 13, 2025, subject to approval by the Company’s stockholders. The Amended Incentive Plan permits grants of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other stock-based awards and other cash-based awards to employees, certain consultants of the Company and its subsidiaries (and certain approved affiliates) and members of the Board.
The maximum number of shares of the Company’s common stock that may be issued under the Amended Incentive Plan is 10,000,000 shares, in addition to the shares subject to outstanding awards previously granted under the Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan, subject to adjustment upon certain changes in the Company’s capitalization.
The Amended Incentive Plan will expire on June 5, 2035, unless terminated sooner by the Board or its delegate. A description of the Amended Incentive Plan is provided in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 21, 2025. The foregoing description of the Amended Incentive Plan is qualified in its entirety by the terms of the Amended Incentive Plan, which is incorporated by reference as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on June 5, 2025, for the purpose of: (i) electing seven directors to serve on the Board until the 2026 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company’s named executive officers; (iii) approving the proposed Amended Incentive Plan described in Item 5.02 of this Current Report on Form 8-K; and (iv) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
On April 7, 2025, the record date for the Annual Meeting, there were 48,405,861 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There were 38,705,533 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
Proposal 1 — Election of Directors
Each of the seven director nominees proposed by the Board was elected to serve as a director until the Company’s 2026 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Tanuja M. Dehne | 27,154,927 | 1,618,497 | 465,711 | 9,466,398 | ||||
| Patrick G. Halter | 27,419,838 | 1,363,862 | 455,435 | 9,466,398 | ||||
| Stephen G. Kasnet | 27,270,733 | 1,471,253 | 497,149 | 9,466,398 | ||||
| Sheila K. McGrath | 27,226,808 | 1,560,859 | 451,468 | 9,466,398 | ||||
| Lazar Nikolic | 27,451,723 | 1,237,850 | 549,562 | 9,466,398 | ||||
| John A. Taylor | 27,318,069 | 1,454,766 | 466,300 | 9,466,398 | ||||
| Hope B. Woodhouse | 27,204,138 | 1,578,742 | 456,255 | 9,466,398 |
Proposal 2 — Approval of Advisory Vote on Executive Compensation
Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following final voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 19,786,489 | 8,917,450 | 535,196 | 9,466,398 |
Proposal 3 — Approval of Proposed Incentive Plan
Stockholders approved the proposed Amended and Restated Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan. The proposal received the following final voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 19,636,987 | 9,134,872 | 467,276 | 9,466,398 |
Proposal 4 — Ratification of Selection of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The proposal received the following final voting results:
| For | Against | Abstain | ||||
| 37,547,023 | 806,200 | 352,310 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amended and Restated Granite Point Mortgage Trust Inc. 2022 Omnibus Incentive Plan (incorporated by reference to Appendix B to Granite Point Mortgage Trust Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 21, 2025) | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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.
| Date: June 6, 2025 | GRANITE POINT MORTGAGE TRUST INC. |
| By: | /s/ MICHAEL J. KARBER | |
| Michael J. Karber | ||
| General Counsel and Secretary |