Jernigan Capital, Inc. (NYSE:JCAP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. |
(e). The Board of Directors (the Board) of Jernigan Capital, Inc.
(the Company) previously approved, subject to approval by the
holders of the common stock of the Company, par value $0.01 per
share (Common Stock), the Companys Amended and Restated 2015
Equity Incentive Plan (the Plan). At the Companys Annual Meeting
of Stockholders, which was held on May3, 2017 (the Annual
Meeting), the holders of Common Stock approved the action of the
Board approving the Plan to increase the number of shares of
Common Stock reserved for issuance under the Plan by 170,000
shares from 200,000 shares to 370,000 shares and to extend the
term of the Plan to May2, 2027.
The foregoing description is qualified in its entirety by the
text of the Plan, a copy of which is incorporated herein by
reference as Exhibit10.1 hereto.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Companys stockholders approved all of
the proposals presented, which are described in detail in the
Companys Definitive Proxy Statement on Schedule 14A that was
filed with the Securities and Exchange Commission on March 24,
2017 (the Proxy Statement). Holders of 7,871,565 shares of Common
Stock and holders of 10,000 shares of the Companys Series A
Preferred Stock were present in person or represented by proxy at
the Annual Meeting.
The following are the voting results of the proposals submitted
to the Companys stockholders at the Annual Meeting:
Proposal 1: For the holders of Common Stock to elect the
five director nominees named in the Proxy Statement.
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| Mark O. Decker | 4,235,152 | 381,944 | 3,254,469 | |||
| John A. Good | 4,501,635 | 115,461 | 3,254,469 | |||
| Dean Jernigan | 4,534,197 | 82,899 | 3,254,469 | |||
| Howard A. Silver | 4,229,442 | 387,654 | 3,254,469 | |||
| Dr. Harry J. Thie | 4,225,277 | 391,819 | 3,254,469 |
For the holders of Series A Preferred Stock to elect the director
nominee named in the Proxy Statement.
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| James D. Dondero | 10,000 |
Proposal 2: For the holders of Common Stock to approve and
adopt the Plan.
| For | Against | Abstentions | Broker Non-Votes | |||
| 4,443,500 | 153,768 | 19,828 | 3,254,469 |
Proposal 3: For the holders of Common Stock to ratify the
appointment of Grant Thornton LLP as the Companys independent
registered public accounting firm for the Companys fiscal year
ending December31, 2017.
| For | Against | Abstentions | ||
| 7,818,745 | 45,077 | 7,743 |
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 |
Jernigan Capital, Inc. Amended and Restated 2015 Equity Incentive Plan, dated as of May 3, 2017 (incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on Form S-8 (File No. 333-217637), filed with the Securities and Exchange Commission on May 3, 2017). |
About Jernigan Capital, Inc. (NYSE:JCAP)
Jernigan Capital, Inc. is a commercial real estate finance company. The Company provides capital to private developers, owners and operators of self-storage facilities. It intends to generate long-term returns on development property investments through a fixed rate of interest on its invested capital together with an interest in the positive cash flows of the self-storage development from operations, sales and/or refinancings. It generates cash flows from construction loans and operating property loans in the form of a fixed interest rate and origination fees. It originates various loans, such as bridge loans and credit lines. It has development property investments in Orlando, Atlanta, Tampa, Chicago and Miami. Its operating property loans are located in New Orleans, Newark, Nashville, Sacramento and Chicago. The Company conducts its investment activities through Jernigan Capital Operating Company, LLC. The Company is externally managed and advised by JCap Advisors, LLC. Jernigan Capital, Inc. (NYSE:JCAP) Recent Trading Information
Jernigan Capital, Inc. (NYSE:JCAP) closed its last trading session down -0.36 at 22.59 with 95,910 shares trading hands.