Current Report Filing (8-k)
March 17 2022 - 6:08AM
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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): March 14, 2022
BROADMARK
REALTY CAPITAL INC.
(Exact name of registrant as specified in
its charter)
Maryland |
001-39134 |
84-2620891 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1420 Fifth Avenue, Suite 2000
Seattle, WA 98101
(Address of principal executive offices,
including zip code)
Registrant’s telephone number, including
area code: (206) 971-0800
Not Applicable
(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 Securities
Act of 1933, as amended:
Title of each class |
|
|
Trading Symbols |
|
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Name of each exchange on which registered |
Common stock, par value $0.001 per share |
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BRMK |
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New York Stock Exchange |
Warrants, each exercisable for one fourth (1/4th) share of Common Stock at an exercise price of $2.875 per one fourth (1/4th) share |
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BRMK WS |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933, as amended, or Rule 12b-2 of the Securities Exchange Act of
1934, as amended.
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 of 1934, as amended. ¨
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year. |
On March 14, 2022, the Board of Directors (the
“Board”) of Broadmark Realty Capital Inc. (the “Company”) adopted an amendment and restatement of its Amended
and Restated Bylaws (as so amended and restated, the “Bylaws”). The Bylaws were amended and restated to (i) implement proxy
access and (ii) allow for direct amendment of the Bylaws by the Company’s stockholders.
The amendments to the Bylaws added a new Section
12 to Article II that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s
outstanding stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials
director nominees constituting up to the greater of two directors or twenty percent of the members of the Board; provided that the stockholders
and nominees satisfy the requirements specified in the Bylaws. The amendments to the Bylaws include conforming, clarifying and updating changes to Sections
4 and 11 of Article II related to the advance notice requirements for nominations and business proposed by stockholders at annual and
special meetings of stockholders.
The Bylaw amendments also added a new Section
1 to Article XIV that permits stockholders to amend the Company’s Bylaws by the vote or written consent of the holders of a majority
of the outstanding shares entitled to vote. Previously, Article XIV provided that the Board had the exclusive power to adopt, amend or
repeal any provision of the Bylaws and to make new Bylaws.
The foregoing description of the Bylaws is not
complete and is qualified in its entirety by reference to the full text of the Bylaws, as amended and restated, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
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BROADMARK REALTY CAPITAL INC. |
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By: |
/s/ Nevin Boparai |
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Name: |
Nevin Boparai |
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Title: |
Executive Vice President and Chief Legal Officer |
Date: March 17, 2022
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