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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 26, 2020, Jernigan Capital, Inc. (the “Company”) convened a special meeting of shareholders (the “Special Meeting”) to consider certain
proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 3, 2020, by and among the Company, Jernigan Capital Operating Company, LLC, NexPoint RE Merger, Inc. (“Parent”), and NexPoint RE Merger OP, LLC, as
amended September 21, 2020, pursuant to which the Parent will merge with and into the Company (the “Merger”), with the Company surviving the merger.
As of the close of business on September 11, 2020, the record date for the Special Meeting, there were 23,263,130 common shares of the Company, par
value $0.01 per share (the “Common Shares”), outstanding, each of which was entitled to one vote with respect to each proposal at the Special Meeting. At the Special Meeting, a total of 18,068,954 Common Shares, representing approximately 77.67%
of the outstanding shares entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
At the Special Meeting, the proposals described below were considered, each of which is further described in the Company’s definitive proxy statement
filed with the U.S. Securities and Exchange Commission and first mailed to shareholders on September 23, 2020, as it may be amended or supplemented.
The final voting results for each proposal are set forth below.
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1.
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Proposal to approve the Merger and the other transactions contemplated by the Merger Agreement:
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For
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Against
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Abstain
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Broker Non-Votes
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17,644,369
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390,895
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33,690
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-
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Proposal 1 was approved by the Company’s shareholders, as the number of votes in favor of Proposal 1 constituted the affirmative vote of holders of
Common Shares entitled to cast not less than a majority of all the votes entitled to be cast on the matter.
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2.
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Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the
Merger:
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For
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Against
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Abstain
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Broker Non-Votes
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15,918,130
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2,072,349
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78,475
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-
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Proposal 2 was approved by the Company’s shareholders, as the number of votes in favor of Proposal 2 constituted the affirmative vote a majority of the
votes cast on the proposal.
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3.
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Proposal to approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger and the
other transactions contemplated by the Merger Agreement:
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Because there were sufficient votes at the Special Meeting to approve the proposal regarding the Merger and the other transactions contemplated by the
Merger Agreement, this third proposal was not submitted to the Company’s shareholders for approval at the Special Meeting.
The parties intend to complete the transaction as soon as reasonably practicable.
