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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 19, 2023 (May 17, 2023)
Arbor Realty Trust, Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)
maryland
(STATE OF INCORPORATION)
| 001-32136 |
20-0057959 |
| (COMMISSION FILE NUMBER) |
(IRS EMPLOYER ID. NUMBER) |
| 333
Earle Ovington Boulevard, Suite
900 |
11553 |
| Uniondale,
New York |
(ZIP CODE) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) |
|
(516)
506-4200
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING
AREA CODE)
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)) |
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbols |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.01 per share |
|
ABR |
|
New
York Stock Exchange |
| Preferred Stock, 6.375% Series D Cumulative Redeemable, par value $0.01 per share |
|
ABR-PD |
|
New
York Stock Exchange |
| Preferred Stock, 6.25% Series E Cumulative Redeemable, par value $0.01 per share |
|
ABR-PE |
|
New
York Stock Exchange |
| Preferred Stock, 6.25% Series F Fixed-to-Floating Rate Cumulative Redeemable, par value $0.01 per share |
|
ABR-PF |
|
New
York Stock Exchange |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 17, 2023, Arbor Realty Trust, Inc. (“Arbor”
or the “Company”) held its virtual annual meeting of stockholders. At the meeting, the stockholders voted, as indicated below,
on the following proposals:
| 1. | The following persons were elected to serve as Class II directors of Arbor by a vote of stockholders, each to serve for a three-year
term of office expiring at the 2026 annual meeting of stockholders and until their successor is duly elected and qualified: Ivan Kaufman
and Melvin F. Lazar. |
| Nominee |
|
For |
|
|
Against |
|
|
Abstain |
|
|
Broker Non-Vote |
|
| Ivan Kaufman |
|
|
75,124,014 |
|
|
|
12,739,266 |
|
|
|
658,490 |
|
|
|
58,414,077 |
|
| Melvin F. Lazar |
|
|
73,530,613 |
|
|
|
14,326,098 |
|
|
|
665,059 |
|
|
|
58,414,077 |
|
| 2. | The stockholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm of Arbor
for fiscal year 2023. |
| For | | |
Against | | |
Abstain | |
| | 142,070,487 | | |
| 4,105,274 | | |
| 760,086 | |
| 3. | The stockholders approved the compensation of Arbor’s named executive officers as disclosed in the 2023 proxy statement. |
| For | | |
Against | | |
Abstain | | |
Broker Non-Vote | |
| | 75,500,050 | | |
| 11,120,269 | | |
| 1,901,451 | | |
| 58,414,077 | |
| 4. | The stockholders recommended, on an advisory basis, holding the Company’s advisory vote on executive compensation for its named
executive officers on an annual basis. |
| 1 Year | | |
2 Years | | |
3 Years | | |
Abstain | | |
Broker Non-Vote | |
| | 55,692,678 | | |
| 1,367,043 | | |
| 29,533,579 | | |
| 1,928,470 | | |
| 58,414,077 | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 hereunto
duly authorized.
| |
ARBOR REALTY TRUST, INC. |
| |
|
| |
By: |
/s/ Paul Elenio |
| |
Name: |
Paul Elenio |
| |
Title: |
Chief Financial Officer |
Date: May 19, 2023
Arbor Realty (NYSE:ABR-F)
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