Resource Capital Corp. (NYSE:RSO) Files An 8-K Submission of Matters to a Vote of Security Holders

Resource Capital Corp. (NYSE:RSO) Files An 8-K Submission of Matters to a Vote of Security Holders

Item5.07. Submission of Matters to a Vote of Security Holders.

On June1, 2017, Resource Capital Corp. (the Company) held its
2017 Annual Meeting of Stockholders at which its stockholders:
(i)elected ten directors: Messrs. WalterT. Beach, JeffreyP.
Cohen, AndrewL. Farkas, WilliamB. Hart, Gary Ickowicz, StevenJ.
Kessler, MurrayS. Levin, P.Sherrill Neff and HenryR. Silverman
and Ms.StephanieH. Wiggins to serve until the next annual meeting
of stockholders in 2018; (ii)approved, in an advisory vote, the
compensation of the Companys named executive officers;
(iii)voted, in an advisory vote, for an annual rather than a
biennial or triennial vote on executive compensation; and
(iv)ratified the appointment of Grant Thornton LLP as the
Companys independent registered public accounting firm for the
year ending December31, 2017.

The voting results wereas follows:

ElectionofDirectors

SharesFor SharesAgainst Abstentions BrokerNon-Votes
Mr.Beach 12,245,236 3,277,452 96,535 11,008,924
Mr.Cohen 15,128,364 402,501 88,358 11,008,924
Mr.Farkas 15,149,798 376,918 92,507 11,008,924
Mr.Hart 12,247,343 3,275,558 96,322 11,008,924
Mr.Ickowicz 14,868,249 656,026 94,948 11,008,924
Mr.Kessler 14,857,425 669,343 92,455 11,008,924
Mr.Levin 10,286,418 5,236,911 95,894 11,008,924
Mr.Neff 14,858,107 667,280 93,836 11,008,924
Mr.Silverman 15,116,249 402,573 100,401 11,008,924
Ms.Wiggins 14,865,001 670,930 83,292 11,008,924

A proposal to approve, in an advisory vote, our compensation
program for our named executive officers:

Shares For

SharesAgainst

Abstentions

BrokerNon-Votes

11,285,771 4,146,344 187,108 11,008,924

A proposal to approve, in an advisory vote, whether the frequency
of advisory votes on the executive compensation of our named
executive officers should be on an annual, biennial or triennial
basis:

1Year

2Years 3Years Abstentions
11,469,576 188,219 3,819,431 141,997

A proposal to ratify the appointment of Grant Thornton LLP as our
independent registered public accounting firm for the year ending
December31, 2017:

SharesFor

SharesAgainst Abstentions
26,051,089 404,670 172,388

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.

RESOURCE CAPITAL CORP.
By:

/s/ Michele R. Weisbaum

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

Dated: June6, 2017

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About Resource Capital Corp. (NYSE:RSO)

Resource Capital Corp. is a real estate finance company. The Company invests in asset classes, which include commercial real estate-related assets, residential real estate-related assets and commercial finance assets. Its investments in commercial real estate-related assets include first mortgage loans (referred as whole loans); first priority interests in first mortgage loans; subordinated interests in first mortgage loans, and commercial mortgage-backed securities. Its investments in residential real estate-related assets include residential mortgage loans and mortgage-backed securities. Its investments in commercial finance assets include middle-market secured corporate loans and preferred equity investments; asset-backed securities backed by senior secured corporate loans; debt tranches of collateralized debt obligations and collateralized loan obligations, and senior secured corporate loans (referred as bank loans). It is externally managed by Resource Capital Manager, Inc.

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