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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): May 31, 2022

 

 

 

GREAT AJAX CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-36844   46-5211870

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

13190 SW 68th Parkway, Suite 110

Tigard, OR

   97223
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (503) 505-5670 

 

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 Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.01 per share AJX New York Stock Exchange
7.25% Convertible Senior Notes due 2024 AJXA New York Stock Exchange

 

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. ¨

 

 

 

us-gaap:CommonStockMember Common Stock

 

 

 

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

 

2022 Annual Meeting of Stockholders 

 

On May 31, 2022, Great Ajax Corp. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). There were 20,578,609 shares of common stock of the Company represented virtually or by proxy at the Annual Meeting, constituting approximately 88.12% of the 23,352,342 outstanding shares of common stock on April 6, 2022, the record date for the Annual Meeting.

 

The matters voted upon at the Annual Meeting and the final results of such voting are set forth below:

 

Proposal 1: Re-election of eight (8) Directors to serve until the 2023 annual meeting of stockholders.

 

Name   FOR   WITHHELD
Lawrence Mendelsohn   16,071,070   1,596,779
Russell Schaub   16,443,574   1,224,275
Steven L. Begleiter   15,600,425   2,067,424
John C. Condas   16,439,660   1,228,189
Paul Friedman   16,437,525   1,230,324
Mary P. Haggerty   17,152,576   515,273
Jonathan Bradford Handley, Jr.   17,101,669   566,180
J. Kirk Ogren, Jr.   14,642,378   3,025,471

 

In addition, there were 2,910,760 broker non-votes associated with the re-election of the directors. All director nominees were duly re-elected at the Annual Meeting. Each of the individuals named in the above table will serve as director until the 2023 annual meeting of stockholders and until his successor is duly elected and qualified.

 

Proposal 2: The ratification of the appointment of Moss Adams LLP to serve as our registered independent public accounting firm for the fiscal year ending December 31, 2022.

 

FOR   AGAINST   ABSTAIN
20,274,661   169,638   134,310

 

At the Annual Meeting, stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

 

Proposal 3: The approval, on an advisory basis, of the compensation of the Company’s named executive officers.

 

FOR   AGAINST   ABSTAIN
16,133,516   902,004   632,329

 

In addition, there were 2,910,760 broker non-votes associated with the approval of the compensation of the Company’s named executive officers. At the Annual Meeting, stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers.

 

 

 

 

SIGNATURES

 

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.

 

  GREAT AJAX CORP.  
       
       
  By: /s/ Lawrence Mendelsohn  
    Name: Lawrence Mendelsohn  
   

Title: Chief Executive Officer

  

 

Date: May 31, 2022

 

 

 

 

 

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