8-K 1 fscreit-8k_061119.htm 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 11, 2019

FS Credit Real Estate Income Trust, Inc.

(Exact name of Registrant as specified in its charter)

 

 

Maryland

(State or other jurisdiction

of incorporation)

 

333-216037

(Commission

File Number)

 

81-4446064

(I.R.S. Employer

Identification No.)

 

201 Rouse Boulevard

Philadelphia, Pennsylvania

(Address of principal executive offices)

 

 

 

19112

(Zip Code)

 

Registrant’s telephone number, including area code: (215) 495-1150

 

None

(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 Exchange Act: None.

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange on which registered

N/A    N/A    N/A

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.

 

The Company held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 11, 2019. As of April 22, 2019, the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting, 4,276,833 shares of common stock were eligible to be voted, and 2,181,706 of those shares were voted in person or by proxy at the Annual Meeting. Stockholders were asked to consider and act upon the following proposals, each of which was described in the Company’s proxy statement:

 

Proposal No. 1 – to elect the seven members of the board of directors named in the Company's proxy statement to serve as directors of the Company until the 2020 annual meeting of stockholders and until their successors are duly elected and qualified;

 

Proposal No. 2 – to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; and

 

Proposal No. 3 – to amend two provisions of the Company’s charter to comply with a request from a state securities administrator.

 

All of the director nominees listed in the Company’s 2019 proxy statement were elected by the Company’s stockholders at the Annual Meeting. The votes for, votes withheld and broker non-votes for each director nominee are set forth below:

 

Director Nominee Votes For Votes Withheld Broker Non-Votes
David J. Adelman 2,012,485 12,929 156,292
Terence J. Connors 2,013,256 12,158 156,292
Michael C. Forman 1,972,360 53,054 156,292
Jeffrey Krasnoff 2,012,485 12,929 156,292
John Anderson Fry 1,972,572 52,842 156,292
Jack Markell 1,972,572 52,842 156,292
Richard W. Vague 2,013,256 12,158 156,292

 

The proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:     

 

Votes For Votes Against Abstentions Broker Non-Votes
2,094,698 4,298 82,710 0

The proposal to amend two provisions of the Company’s charter to comply with a request from a state securities administrator was also approved by the Company’s stockholders at the Annual Meeting. The votes for, votes against, abstentions and broker non-votes are set forth below:  

 

Votes For Votes Against Abstentions Broker Non-Votes
1,938,637 771 86,006 156,292

 

 
 

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.

 

  FS Credit Real Estate Income Trust, Inc.
   
   
Date: June 12, 2019   By: /s/ Stephen S. Sypherd
      Stephen S. Sypherd
      Vice President, Treasurer and Secretary