Current Report Filing (8-k)
29 April 2022 - 09:27PM
Edgar (US Regulatory)
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2022-04-26 2022-04-26 iso4217:USD xbrli:shares iso4217:USD
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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):
April 26, 2022
LUMENT FINANCE TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland |
|
001-35845 |
|
45-4966519 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
230 Park Avenue, 20th
Floor
New York, New
York
10169
(Address of principal executive offices)
(212) 317-5700
(Registrant’s telephone number, including area code)
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, $0.01 par value per share |
|
LFT |
|
New York Stock Exchange |
7.875% Series A Cumulative Redeemable Preferred Stock, $0.01 par
value per share |
|
LFTPrA |
|
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.
¨
Item 1.01. Entry into a Material Definitive Agreement.
On April 26, 2022, Lument Finance Trust, Inc. (the “Company”)
entered into a Director Designation Agreement with OREC Investment
Holdings, LLC (“OREC IH”), which is an affiliate of the Company’s
external manager, OREC Investment Management, LLC, doing business
as Lument Investment Management (the “Manager”). Pursuant to the
Director Designation Agreement, the Company granted OREC IH the
right to designate a nominee to the Company’s board of directors.
The right granted to OREC IH expires at such time as OREC IH’s
beneficial ownership of the Company’s common stock, determined
pursuant to Rule 13d-3 under the Exchange Act of 1934, as amended,
is less than 5%. Prior to such time, the Company has agreed to
include OREC IH’s designee, as well as the chief executive officer
of the Manager, in the Company’s slate of nominees for election at
each annual meeting of stockholders. Marie D. Reynolds has been
designated by OREC IH and nominated by the Company for election to
its board of directors at the Company’s upcoming annual meeting of
stockholders to be held on June 15, 2022. The Director Designation
Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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 thereunto duly authorized.
|
LUMENT FINANCE TRUST, INC. |
|
|
|
|
Dated:
April 29, 2022 |
By: |
/s/ James
A. Briggs |
|
|
James
A. Briggs |
|
|
Chief
Financial Officer |
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