Current Report Filing (8-k)
May 24 2019 - 4:28PM
Edgar (US Regulatory)
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 23, 2019
New Residential Investment Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-35777
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45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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1345 Avenue of the Americas, 45
th
Floor
New York, New York
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10105
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(212) 479-3150
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
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Trading Symbol:
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Name of each exchange on which
registered:
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Common Stock, $0.01 par value per share
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NRZ
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New York Stock Exchange (NYSE)
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
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Submission of Matters to a Vote of
Security Holders
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At the 2019 Annual Meeting of
Stockholders (the “Annual Meeting”), held May 23, 2019, the stockholders of New Residential Investment Corp. (the “Company”) voted on the matters described below.
1.
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The Company’s stockholders elected three Class III directors, who comprise all the directors of such class, to serve until the 2022 Annual Meeting of
Stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director, abstained from voting for such director, and represented broker non-votes with respect to this
proposal are summarized in the table below.
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Douglas L. Jacobs
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189,080,399
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5,280,260
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161,338,921
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Robert J. McGinnis
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152,042,817
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42,317,842
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161,338,921
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Andrew Sloves
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152,056,955
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42,303,704
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161,338,921
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2.
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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, 2019. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.
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349,138,833
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4,811,834
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1,748,913
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3.
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The Company’s stockholders approved a non-binding
stockholder proposal to adopt “majority voting” in uncontested elections of directors. The numbers of shares that voted for, against and abstained from voting for or against the proposal, and represented broker non-votes with respect
to this proposal are summarized in the table below.
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169,198,904
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8,475,699
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16,557,445
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161,338,921
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* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the
shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange (“NYSE”) from voting on a particular matter. Under NYSE rules, when a broker holding shares in
“street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions
were not entitled to vote on the election of directors or the
non-binding stockholder proposal to adopt “majority voting”
in uncontested elections
, but they were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.
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.
NEW RESIDENTIAL INVESTMENT CORP.
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(Registrant)
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Nicola Santoro, Jr.
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Chief Financial Officer
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Date: May 24, 2019
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