Form 8-K Amendment No. 1





Washington, DC 20549




(Amendment No. 1)




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2017



Resource Capital Corp.

(Exact name of registrant as specified in its charter)




Maryland   1-32733   20-2287134

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

712 Fifth Avenue, 12th Floor

New York, NY

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 212-506-3899


(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))

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.  ☐




Explanatory Note

This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed by Resource Capital Corp. (the “Company”) with the U.S. Securities and Exchange Commission on June 6, 2017 (the “Original Form 8-K”). The Original Form 8-K reported the final voting results of the Company’s Annual Meeting of Stockholders held on June 1, 2017 (the “Annual Meeting”). The sole purpose of this Amendment is to disclose the Company’s decision regarding the frequency of future stockholder advisory votes on the compensation of its named executive officers (“say on pay”). No other changes have been made to the Original Form 8-K.


Item 5.07. Submission of Matters to a Vote of Security Holders.

As previously reported in the Original Form 8-K, at the Annual Meeting a non-binding, advisory vote was taken on the frequency of future advisory say on pay votes. Among the options presented to stockholders (annual, biennial or triennial), the greatest number of votes were cast in favor of holding such an advisory vote on an annual basis. The Company’s board of directors considered the outcome of this advisory vote and unanimously determined that the Company will hold future say on pay votes on an annual basis until the next required vote on the frequency of say on pay votes. The next advisory vote on the frequency of say on pay votes is required to occur no later than the Company’s 2023 annual meeting of stockholders.


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.



/s/ Michele R. Weisbaum

  Michele R. Weisbaum
  Senior Vice President, Chief Legal Officer and Secretary

Dated: September 13, 2017

[Signature Page to RSO 8-K]