Ready Capital Corp
For the period ended Jul 25, 2024. Filed Jun 14, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 25, 2024 · Filed Jun 14, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
READY CAPITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
LETTER FROM OUR CHAIRMAN AND CEO
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| Dear Fellow Stockholders:The directors and officers of Ready Capital Corporation are pleased to cordially invite you to attend the 2024 Annual Meeting of Stockholders, which will be held on Thursday, July 25, 2024 at 9:00 a.m. Eastern Time. Enclosed you will find a notice setting forth the items we expect to address during the meeting, our Proxy Statement and a copy of our 2023 Annual Report to Stockholders. Your vote is important to us. If you are unable to attend the Annual Meeting, it is very important that your shares be represented.This past year marked a significant milestone for the company with the closing of the Broadmark Realty Capital acquisition. At closing, the transaction increased our market capital by 44%, boosting Ready Capital to the 4th largest commercial mortgage REIT. In a challenging CRE market, we continue to diligently make progress on our business strategy of repositioning the capital acquired into our core lending and acquisition strategies.Our Small Business Lending business, primarily focused on the Small Business Administration’s (SBA) 7a loan program, is now the 4th largest lender nationwide. Our acquisition of the Madison One companies, the nation’s second largest USDA originator, furthers our goal of becoming one of the largest lenders to small businesses nationwide.We ask for your voting support for the items presented in this proxy statement and thank you for your investment and continued support.Sincerely,Thomas E. CapasseChairman of the Board, Chief Executive Officer and Chief Investment OfficerJune 14, 2024 |
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of Ready Capital Corporation:
NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “Annual Meeting”) of Ready Capital Corporation, a Maryland corporation (the “Company”), will be held via live audio webcast to consider and vote on the following matters:
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| | PROPOSAL | BOARD’SRECOMMENDATION | PAGE | WHENThursday, July 25, 20249:00 a.m., Eastern TimeWHEREVia Live Audio Webcast:www.meetnow.global/MHTXD9JRECORD DATEStockholders of record of our common stock as of the close of business on May 20, 2024 |
| 1 | Election of Directors. The election of seven directors to serve on our board of directors until our 2025 annual meeting of stockholders and until their respective successors are duly elected and qualify; | “FOR all” | 1 | |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2024 fiscal year; | “FOR” | 43 | |
| 3 | Executive Compensation. The resolution to approve, on an advisory basis, the compensation of our Named Executive Officers (our “Named Executive Officers”), as more fully described in the accompanying proxy statement; | “FOR” | 46 | |
| 4 | Stockholders will also vote upon any other matter that properly comes before the Annual Meeting or any postponement or adjournment thereof. | | | |
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Pursuant to rules adopted by the Securities and Exchange Commission, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of record of our common stock, par value $0.0001 per share (“Common Stock”), as of the close of business on May 20, 2024 (the “Record Date”). The Notice contains instructions for your use in this process, including how to access our proxy statement and annual report to stockholders over the Internet, how to authorize your proxy to vote online or by telephone and how to request a paper copy of the proxy statement and annual report to stockholders. If you have additional questions about voting your shares, please contact our proxy solicitor, Okapi Partners LLC, at (888) 785-6707 or by email to info@okapipartners.com.
All stockholders are invited to attend the Annual Meeting where you may ask questions and will be able to vote your shares online. We will respond to as many inquiries at the Annual Meeting as time allows.
If you plan to attend the Annual Meeting online, visit the web address noted above and please enter the unique control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. The Annual Meeting will begin online promptly at 9:00 a.m. Please allow ample time for the online check-in procedures.
If you are unable to attend the Annual Meeting, it is very important that your shares be represented and voted at the meeting. You may authorize your proxy to vote your shares over the Internet or telephone as described in the Notice or proxy card. Alternatively, if you received a paper copy of the proxy card by mail, please complete, date, sign and
promptly return the proxy card in the self-addressed stamped envelope provided. If you authorize a proxy over the Internet, by mail or by telephone prior to the Annual Meeting, you may nevertheless revoke your proxy and cast your vote online during the virtual meeting.
If you hold shares of our Common Stock in “street name” through a broker or other financial institution, you must follow the instructions provided by your broker or other financial institution regarding how to instruct your broker or financial institution to vote your shares of Common Stock.
Your proxy is being solicited by our board of directors. Our board of directors recommends that you vote FOR the election of each of the nominees listed in the accompanying proxy statement to serve on our board of directors until our 2025 annual meeting of stockholders and until their respective successors are duly elected and qualify, FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the 2024 fiscal year, and FOR the resolution to approve, on an advisory basis, the compensation of our Named Executive Officers.
By Order of our Board of Directors,
/s/ Andrew Ahlborn
Andrew Ahlborn
Chief Financial Officer and Secretary
New York, New York
June 14, 2024
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting**
to be held JULY 25, 2024. The Proxy Statement and our 2023 Annual Report to
Stockholders are available onLINE ATwww.investorvote.com/RC****.**
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