UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 28, 2020

 


 

Jernigan Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

 

Maryland

001‑36892

47‑1978772

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

 

6410 Poplar Avenue, Suite 650
Memphis, Tennessee

38119

(Address of Principal Executive Offices)

(Zip Code)

 

(901) 567‑9510

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

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

JCAP

New York Stock Exchange

7.00% Series B cumulative redeemable perpetual preferred stock, $0.01 par value per share

JCAP PR B

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

Jernigan Capital, Inc. (the “Company”) held its Annual Meeting of Stockholders on April 28, 2020 (the “Annual Meeting”), at which the stockholders of the Company approved all of the proposals presented, which are described in detail in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities and Exchange Commission on March 19, 2020 (the “Proxy Statement”). Holders of 20,151,757 shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), and holders of 118,410 shares of the Company’s  Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), were in attendance or represented by proxy at the Annual Meeting.

The following are the voting results of the proposals submitted to the Company’s stockholders at the Annual Meeting:

Proposal 1:  For the holders of Common Stock to elect the five director nominees named in the Proxy Statement.

 

 

 

 

 

 

 

Director Nominee

    

For

    

Withheld

    

Broker Non-Votes

Mark O. Decker

 

12,871,022

 

2,051,380

 

5,229,355

John A. Good

 

14,371,845

 

550,557

 

5,229,355

Rebecca Owen

 

14,380,355

 

542,047

 

5,229,355

Howard A. Silver

 

12,871,170

 

2,051,232

 

5,229,355

Dr. Harry J. Thie

 

12,865,480

 

2,056,922

 

5,229,355

 

For the holders of Series A Preferred Stock to elect the director nominee named in the Proxy Statement.

 

 

 

 

 

 

 

Director Nominee

    

For

    

Withheld

    

Broker Non-Votes

James D. Dondero

 

118,410

 

0

 

0

 

Proposal 2:  For the holders of Common Stock to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020.

 

 

 

 

 

For

    

Against

    

Abstain

20,042,390

 

91,501

 

17,866

 

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.

 

 

Dated: April 30, 2020

 

 

 

 

Jernigan Capital, Inc.

 

 

 

By:

/s/ John A. Good

 

Name:

John A. Good

 

Title:

Chief Executive Officer