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GRANITE POINT MORTGAGE TRUST INC.
2024 ANNUAL MEETING OF STOCKHOLDERS
RESERVATION REQUEST FORM
If you wish to attend the terms of the Management Agreement and the utilization our Equity Incentive Plan effectively align the interests of Pine River with those of our business, our named executive officers and, most importantly, our stockholders.Cash Compensation
We do not pay any cash compensation to our named executive officers or to any other employees of Pine River who support our business. Pine River is responsible for all such cash compensation and for making decisions relating thereto based on such factors as Pine River determines appropriate. However, Pine River takes into consideration the company’s interests in hiring and retaining qualified personnel to operate our business and discusses its compensation philosophy with the Compensation Committee to enable the Committee to understand and assess the extent to which such philosophy affects the incentives and risk-taking of the named executive officers and other personnel supporting our business. Additionally, our Compensation Committee reviews the cash compensation paid by Pine River to our Chief Financial Officer, Chief Operating Officer and General Counsel, which includes salaries and performance-based bonuses; we reimburse Pine River for our allocable share of such amounts based on the amount of time that such individuals devote to our business. We do not reimburse Pine River for any cash compensation paid by Pine River to the individuals serving as our Chief Executive Officer and Chief
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Investment Officer, as those amounts are borne entirely by Pine River in accordance with the Management Agreement.
Our Management Agreement with Pine River does not require that any specified amount or percentage of the management fees we pay to Pine River be allocated to our named executive officers. However, we estimate that the aggregate cash compensation paid to our named executive officers that may reasonably be associated with their management of our company for the period beginning June 28, 2017 and ending December 31, 2017 totaled $730,000 for the period. This aggregate amount represents approximately 8.6% of the $8.5 million in total management fees and reimbursements paid by us to Pine River for the same period of time in 2017. Of the aggregate cash compensation paid by Pine River to our named executive officers in 2017 that was reasonably associated with their management of our company, 100% represented fixed compensation (e.g., salaries).
Equity Incentive Compensation
Our Compensation Committee, which consists solely of independent directors, is responsible for overseeing the equity incentive component of our compensation program, and approves and recommends all equity awards granted pursuant to our Equity Incentive Plan, which awards are then ratified by our Board of Directors.
The equity compensation paid to our named executive officers is intended to drive and reward corporate performance annually and over the long term. In developing our equity compensation program, we intend to design a program that reflects strong governance practices and the best interests of our stockholders, while striving to meet the following core objectives:
·Pay for Performance – We intend to develop an equity compensation program that is designed to generate and reward superior individual and collective performance by ensuring that equity compensation is commensurate with the level of achieved company results.
·Hire and Retain a Strong Team of Professionals – We operate in a highly competitive industry, and our continued success depends on retaining our talented executive team. We intend to develop an equity compensation program that will assist us in attracting and retaining highly qualified executives whose abilities and expertise are critical to our long-term success and our competitive advantage. We believe our success over the long term will create opportunities for our named executive officers through their common stock ownership by enabling them to participate in any future appreciation of our common stock and receive dividends.
·Align Risk and Reward – We are committed to creating an environment that encourages increased profitability for our company without undue risk taking. We strive to focus our executive officers’ decisions on goals that are consistent with our overall business strategy without threatening the long-term viability of our company.
·Align Interests with Stockholders – We are committed to using our equity compensation program to increase executive stock ownership over the long term and focus our named executive officers’ attention on creating value for our stockholders. We believe that equity ownership directly aligns the interests of our named executive officers with those of our stockholders and encourages our named executive officers to focus on creating long-term stockholder value. Accordingly, our named executive officers are prohibited from hedging company stock.
Restricted stock awards that are granted to our named executive officers under our Equity Incentive Plan provide for ratable vesting on an annual basis over a three-year period, with accelerated vesting occurring under certain circumstances, as described in greater detail below under “Potential Payments
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Upon Termination or Change in Control.” Under certain circumstances, our named executive officers may be required to forfeit their restricted stock awards pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), the Sarbanes-Oxley Act of 2002, applicable stock exchange listing rules, or any clawback or recoupment policy adopted by our Board of Directors or Compensation Committee. The restricted stock awards are treated as issued and outstanding as of the grant date and each named executive officer is entitled to vote the shares and receive dividends as declared and paid thereon; however, the restricted stock remains subject to forfeiture if the executive officer does not comply with the terms of the award agreement, including if the executive officer voluntarily terminates employment with our external manager prior to any applicable vesting dates.
In connection with our initial public offering and formation transaction in June 2017 (“IPO”), our Board of Directors approved the grant of an aggregate amount of 141,250 shares of restricted common stock (the “2017 IPO Awards”) under our Equity Incentive Plan to our named executive officers, which awards are set forth in greater detail below under “Grants of Plan-Based Awards.” The 2017 IPO Awards were granted to our named executive officers in recognition of our successful IPO and to align the interests of our newly appointed executives with our new stockholder base. Because we are a newly formed company, we did not issue any other stock awards to our executive officers in 2017.
We do not have an equity compensation program in place that establishes a fixed schedule for granting restricted stock awards to our named executive officers. Rather, our Compensation Committee has sole discretion to determine whether to approve any equity awards in future periods and will depend on a number of factors, including our company’s performance, expense implications, market and industry trends, peer practices, or other considerations that the Compensation Committee deems relevant.
Role of Compensation Consultant in Compensation Decisions
In 2017, our Compensation Committee engaged Pay Governance LLC as its independent compensation consultant to provide advice and guidance in developing a long-term equity incentive program that would be available for the Committee in contemplating future restricted stock awards for our named executive officers and other key personnel or other compensation matters, such as compensation for independent directors. Pay Governance does not provide services to our company other than the advice provided to our Compensation Committee, and Pay Governance had advised our Compensation Committee that the fees and direct expenses it received from us during 2017 were immaterial as a percentage of their respective incomes for the period. Pay Governance has also advised us that neither they nor, to their knowledge, any member of their consulting team who served or are serving our Compensation Committee owns any shares of our common stock. After considering the foregoing, as well as Pay Governance’s conflict of interest policies and procedures and the lack of known business and personal relationships between Pay Governance, its team members servicing our Compensation Committee and its members, and our named executive officers, our Compensation Committee concluded that the provision of services to the Committee by Pay Governance does not raise any conflict of interest concerns.
Role of Named Executive Officers in Equity-Based Compensation Decisions
Other than the 2017 IPO Awards, our Compensation Committee is responsible for making all equity-based compensation decisions related to our named executive officers. Our Compensation Committee will consider input from Mr. Taylor, our Chief Executive Officer, regarding the equity compensation and performance of named executive officers other than himself, including recommendations as to the equity compensation levels that he believes are commensurate with an individual’s job performance, skills, experience, qualifications and criticality to our company, as well as with our compensation philosophy, external market data and considerations of internal equity. Mr. Taylor regularly attends meetings of our
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Compensation Committee, except when our Compensation Committee is meeting in executive session. Our Compensation Committee will communicate its views and decisions regarding equity compensation arrangements for our named executive officers to Mr. Taylor, who is generally responsible for implementing such arrangements.
Tax Treatment of Compensation
Section 162(m) disallows a federal income tax deduction for any publicly held corporation with respect to individual compensation exceeding $1 million in any taxable year paid to a corporation’s chief executive officer and certain other executive officers; beginning in 2018, pursuant to a change to Section 162(m), this limitation generally applies to payments made to employees or former employees who held those positions at any time beginning in 2017. The changes to Section 162(m) also greatly restrict the ability to design compensation for these officers in a way to ensure its deductibility. Because we do not have any employees and, therefore, do not take any federal income tax deductions, we do not believe that Section 162(m) has been or is currently applicable to us; accordingly, we do not currently consider the effects of Section 162(m) on the compensation paid to our named executive officers by our external manager or the degree to which it would be advisable to structure the amount and form of equity compensation to our named executive officers so as to maximize our ability to deduct it. If we were to determine that Section 162(m) was applicable to us, our Compensation Committee retains the discretion to provide compensation in an amount or form that would not be deductible under Section 162(m) in circumstances under which it believes the exercise of such discretion would be in the best interest of our company.
Our Equity Incentive Plan provides that, with respect to awards intended to qualify for relief from the limitations of Section 162(m) of the Code, the maximum number of shares that may underlie awards over any three-year period to any eligible person may not exceed 1,500,000 as options and 600,000 as other grants. If we were subject to Section 162(m) these limitations on awards would be required under prior Section 162(m) to qualify for deduction of payments to certain officers to settle the awards. As indicated above, management does not believe that Section 162(m) is applicable to us and, moreover, these limitations on awards no longer qualify payments of the awards for deduction; therefore, management does not currently consider and has not previously considered such restrictions in connection with the granting of prior awards.
Compensation Risk Assessment
We intend to develop compensation policies and practices that are aligned with the interests of our stockholders and do not create risks that are reasonably likely to have a material adverse effect on our company. We do not believe that our fee arrangement with Pine River or the equity awards granted by us to our named executive officers encourages inappropriate risk taking by our named executive officers.
As noted above, we are externally managed by Pine River pursuant to the terms of the Management Agreement and all decisions regarding cash compensation paid to our named executive officers are made by Pine River. The cash compensation paid by Pine River to our Chief Financial Officer, Chief Operating Officer and General Counsel for the period from June 28, 2017 through December 31, 2017 represents salaries for services provided to our company; we reimburse Pine River for our allocable share of such amounts based on the amount of time that such individuals devote to our business. We do not reimburse Pine River for any cash compensation paid by Pine River to the individuals serving as our Chief Executive Officer and Chief Investment Officer, as those amounts are borne entirely by Pine River in accordance with the Management Agreement.
In connection with our IPO in June 2017, the Board of Directors approved the grant of the 2017 IPO Awards to our named executive officers under the terms of our Equity Incentive Plan. The 2017 IPO
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Awards provide for ratable vesting over a three-year period, with accelerated vesting occurring under certain circumstances, as described in greater detail below under “Potential Payments Upon Termination or Change in Control.” We expect any future restricted stock awards granted to our executive officers to provide for similar vesting restrictions. We believe that the vesting restrictions are an important retention device and encourage our named executive officers to focus on sustaining our company’s long-term performance and delivering total return to our stockholders rather than encouraging decisions that result in a short-term benefit for our company.
Employment Agreements
We are externally managed by Pine River and have no employees. Accordingly, we do not have any employment agreements with any of our named executive officers.
Pension Benefits or Nonqualified Deferred Compensation
We do not provide any of our named executive officers with pension benefits or nonqualified deferred compensation plans.
Summary Compensation Table
The following table summarizes the equity compensation paid to our named executive officers during the fiscal year ending December 31, 2017(1):
Name and Principal Position | Year | Restricted
Stock
Awards(2) | All Other
Compensation(3) | Total(4) |
John A. Taylor, President and Chief Executive Officer | 2017 | $1,516,125 | $24,880 | $1,541,005 |
Stephen Alpart, Chief Investment Officer | 2017 | $390,000 | $6,400 | $396,400 |
Steven Plust Chief Operating Officer | 2017 | $390,000 | $6,400 | $396,400 |
Marcin Urbaszek, Chief Financial Officer and Treasurer | 2017 | $263,250 | $4,320 | $267,570 |
Rebecca B. Sandberg, Secretary and General Counsel | 2017 | $195,000 | $3,200 | $198,200 |
(1)The company commenced operations on June 28, 2017 following the consummation of its IPO and Formation Transaction. Accordingly, no information is presented for fiscal years ending December 31, 2015 and 2016.
(2)See also “Grants of Plan-Based Awards” below. The shares of restricted stock were granted pursuant to our Equity Incentive Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the named executive officer complies with the terms and conditions of the applicable award agreement. The values in this column represent the fair value of the restricted stock awards on the grant date, which was June 22, 2017.
(3)All Other Compensation paid during 2017 represents dividends on unvested shares of restricted common stock payable in 2017.
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(4)Because we do not pay cash compensation to our named executive officers, any such compensation paid to our named executive officers by Pine River is not included in this Summary Compensation Table. See “Cash Compensation” above for information regarding cash compensation paid by Pine River.
Grants of Plan-Based Awards
We adopted our Equity Incentive Plan, which was approved by our stockholder on June 14, 2017, to provide incentive compensation to attract and retain qualified directors, officers, advisers, consultants and other personnel, including Pine River, its affiliates and employees of Pine River and its affiliates. Our Equity Incentive Plan is administered by our Compensation Committee and permits grants of restricted common stock, phantom shares, dividend equivalent rights and other equity awards. Our Compensation Committee is authorized to issue up to 3,242,306 shares of our common stock pursuant to our Equity Incentive Plan. As of December 31, 2017, 3,078,203 shares of our common stock remained available for future issuance pursuant to our Equity Incentive Plan.
The following table summarizes each equity award granted to our named executive officers pursuant to our Equity Incentive Plan during the fiscal year ended December 31, 2017(1):
Name | | Grant
Date | | All Other Stock Awards: Number of Shares(2) | | Grant Date Fair Value of Stock Awards(3) |
John A. Taylor | | 06/22/2017 | | 77,750 | | $1,516,125 |
Stephen Alpart | | 06/22/2017 | | 20,000 | | $390,000 |
Steven Plust | | 06/22/2017 | | 20,000 | | $390,000 |
Marcin Urbaszek | | 06/22/2017 | | 13,500 | | $263,250 |
Rebecca B. Sandberg | | 06/22/2017 | | 10,000 | | $195,000 |
(1)The company commenced operations on June 28, 2017 following the consummation of its IPO and Formation Transaction. Accordingly, no information is presented for fiscal years ending December 31, 2015 and 2016.
(2)See also “Summary Compensation Table” above. The shares of restricted stock were granted pursuant to our Equity Incentive Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the named executive officer complies with the terms and conditions of his or her restricted stock award agreement.
(3)The values in this column are based on the $19.50 issuance price of our common stock established for our IPO, which represents the value attributed to the restricted stock awards for the June 22, 2017 grant date.
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Outstanding Equity Awards at Fiscal Year End
The following table sets forth information concerning unvested restricted stock awards for each named executive officer as of December 31, 2017(1).
| | | | Stock Awards |
| | | | |
Name | | Grant
Date | | Number of Shares or
Units of Stock Not Yet
Vested(2) | | Market Value of Shares
or Units of Stock Not
Yet Vested(3) |
| | | | | | |
John A. Taylor | | 6/22/2017 | | 77,750 | | $1,379,285 |
| | | | | | |
| | | | | | |
| | | | | | |
Stephen Alpart | | 6/22/2017 | | 20,000 | | $354,800 |
| | | | | | |
| | | | | | |
| | | | | | |
Steven Plust | | 6/22/2017 | | 20,000 | | $354,800 |
| | | | | | |
| | | | | | |
| | | | | | |
Marcin Urbaszek | | 6/22/2017 | | 13,500 | | $239,490 |
| | | | | | |
| | | | | | |
| | | | | | |
Rebecca B. Sandberg | | 6/22/2017 | | 10,000 | | $177,400 |
| | | | | | |
| | | | | | |
| | | | | | |
(1)The company commenced operations on June 28, 2017 following the consummation of its IPO and Formation Transaction. Accordingly, no information is presented for fiscal years ending December 31, 2015 and 2016.
(2)The shares of restricted stock were granted pursuant to our Equity Incentive Plan and will vest in three equal annual installments beginning on the first anniversary of the grant date, so long as the named executive officer complies with the terms and conditions of his or her restricted stock award agreement.
(3)The values in this column are based on the $17.74 closing market price of our common stock on the NYSE on December 29, 2017, which was the last trading day of the year.
Stock Vested in 2017
The company first issued restricted stock awards in June of 2017 with ratable three-year vesting restrictions. Accordingly, no shares of restricted stock vested during the year ended December 31, 2017.
Potential Payments upon Termination or Change in Control
Our Equity Incentive Plan and the restricted stock award agreements with our named executive officers provide for accelerated vesting of any unvested restricted stock awards in the event of termination of service without cause or due to death, disability or retirement and, potentially, in connection with a change in control of our company. The following table sets forth estimates of the potential benefits to our named executive officers in connection with such circumstances, assuming such event occurred on December 31, 2017 and assuming our Compensation Committee exercised its
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discretion to accelerate vesting of unvested restricted stock awards upon a change in control. The actual payments due upon the occurrence of certain events could materially differ from the estimates provided in the table if such events occur on a different date.
Name
| | Value of Vesting
Restricted Stock(1)
|
| |
|
| | $1,379,285
|
John A. Taylor
| | |
| | $354,800
|
Stephen Alpart
| | |
| | $354,800
|
Steven Plust
| | |
| | $239,490
|
Marcin Urbaszek
| | |
| | $177,400
|
Rebecca B. Sandberg
| | |
(1)Comprised of all outstanding shares of restricted stock held by such named executive officer that had not vested as of December 31, 2017. The values in this column are based on the $17.74 closing market price of our common stock on the NYSE on December 29, 2017, which was the last trading day of the year.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors reviewed and discussed with management of the company the “Compensation Discussion and Analysis” contained in this proxy statement. Based on that review and discussion, the Compensation Committee recommended that the “Compensation Discussion and Analysis” be included in the company’s proxy statement for the 2018 Annual Meeting of Stockholders.
By the Compensation Committee:
Martin A. Kamarck, Chairman
Tanuja M. Dehne
W. Reid Sanders
CEO PAY RATIO DISCLOSURE
The SEC issued final rules implementing the provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that require U.S. publicly-traded companies to disclose in their proxy statement filed beginning in 2018 the ratio of their chief executive officer’s compensation to that of their median employee. Because the company has no employees, disclosure pursuant to such rules is not included in this proxy statement.
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PROPOSAL 2: ADVISORY VOTE RELATING TO EXECUTIVE COMPENSATION
The SEC adopted rules pursuant to Section 951 of the Dodd-Frank Act that require public companies to provide stockholders with periodic advisory (non-binding) votes on executive compensation, also referred to as “say-on-pay” proposals.
As more fully described under the sections of this proxy statement entitled “Executive Officers” and “Certain Relationships and Related Party Transactions,” we are externally managed by Pine River pursuant a Management Agreement and, consequently, we do not have any employees and have not paid any cash compensation directly to any of our named executive officers. Each named executive officer’s compensation is comprised of cash compensation paid to them directly by Pine River and equity awards granted by our company pursuant to our Equity Incentive Plan. The amount of cash compensation paid to each named executive officer is determined by and is the responsibility of Pine River and the amount of the equity awards granted to each named executive officer is determined by our Compensation Committee. For more information regarding our executive compensation, please see “Executive Officers” above.
Accordingly, we are asking you to vote “FOR” the adoption of the following resolution:
“RESOLVED: That the stockholders of the company approve, on a non-binding advisory basis, the compensation paid to the company’s executive officers, as disclosed in the company’s proxy statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and related narrative discussions in the proxy statement.”
Because this say-on-pay vote is advisory in nature, it is not binding on us, our Board of Directors, our Compensation Committee, or Pine River. Our Board of Directors has determined that our company will hold an advisory vote on executive compensation on an annual basis. We currently expect to conduct our next advisory vote on executive compensation at our next annual meeting of stockholders in May 2019, though we will take into consideration the outcome of the advisory vote under Proposal 3 of this proxy statement.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADVISORY VOTE RELATED TO EXECUTIVE COMPENSATION.
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES RELATING TO EXECUTIVE COMPENSATION
In accordance with SEC rules, we are providing our stockholders with an opportunity to cast an advisory vote on the frequency of future advisory votes on executive compensation, such as that provided for in Proposal 2 of this proxy statement. This non-binding advisory vote is commonly referred to as a “say on frequency” vote. Under this proposal, stockholders may vote to have the company hold an advisory vote on executive compensation: (i) every year; (ii) every two years; or (iii) every three years. The option that receives the highest number of votes cast will reflect the frequency for future say-on-pay votes that has been selected by our stockholders.
This vote on the frequency of future advisory votes relating to executive compensation is advisory in nature and is not binding on us, our Board of Directors, our Compensation Committee, or Pine River.
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However, our Board and the Compensation Committee value the opinions expressed by our stockholders in their vote on this proposal, and expect to take into account the outcome of this vote when considering the frequency of future advisory votes on our executive compensation.
While we will continue to monitor developments in this area, our Board believes that a say-on-pay vote should be conducted every year so that our stockholders may express their views on our executive compensation program and our Compensation Committee can consider the outcome of these votes in making its decisions on executive compensation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR A FREQUENCY OF “EVERY YEAR” WITH RESPECT TO THE SAY-ON-PAY VOTE.
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We are asking our stockholders to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2018. Although ratification is not required by our Bylaws or otherwise, our Board of Directors is submitting the selection of Ernst & Young LLP to our stockholders for ratification as a matter of good corporate practice. In the event stockholders do not ratify the appointment, the appointment will be reconsidered by our Audit Committee. Even if the selection is ratified, our Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our company. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
AUDIT COMMITTEE REPORT AND AUDITOR FEES
Audit Committee Report
The Board of Directors has appointed an Audit Committee presently composed of independent directors Stephen G. Kasnet, W. Reid Sanders, and Hope B. Woodhouse. Mr. Kasnet serves as Chairman of the Audit Committee. Each of the directors on our Audit Committee is an independent director under the NYSE listing standards and SEC rules. The Board of Directors has determined that each of Mr. Kasnet and Ms. Woodhouse satisfies the definition of financial sophistication and is an “audit committee financial expert,” as defined under rules and regulations promulgated by the SEC.
The Audit Committee’s responsibility is one of oversight as set forth in its charter, which is available on our website at www.gpmortgagetrust.com. It is not the duty of the Audit Committee to prepare our financial statements, to plan or conduct audits or to determine that our financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Our management is responsible for preparing our financial statements and for maintaining internal controls. Our independent registered public accounting firm is responsible for auditing the financial statements and for expressing an opinion as to whether those audited financial statements fairly present our financial position, results of operations and cash flows in conformity with generally accepted accounting principles.
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The Audit Committee has reviewed and discussed our audited financial statements with management and with Ernst & Young LLP, our independent registered public accounting firm for 2017.
The Audit Committee has discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or PCAOB.
The Audit Committee has received from Ernst & Young LLP the written disclosures and the letter from Ernst & Young LLP required by the PCAOB regarding Ernst & Young LLP’s communication with the Audit Committee concerning independence, and has discussed Ernst & Young LLP’s independence with Ernst & Young LLP.
Based on the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2017, be included in our Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC. The Audit Committee also has recommended the appointment of Ernst & Young LLP to serve as the company’s independent registered public accounting firm for the year ending December 31, 2018.
By the Audit Committee:
Stephen G. Kasnet, Chairman
W. Reid Sanders
Hope B. Woodhouse
Use of Audit Committee Report
In accordance with and to the extent permitted by applicable law or regulation, the information contained in the foregoing Report of the Audit Committee is not “soliciting material,” is not deemed to be “filed” with the SEC, and is not to be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or under the Exchange Act.
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Auditor Fees
We retained Ernst & Young LLP to audit our consolidated financial statements for the year ended December 31, 2017. We also retained Ernst & Young LLP, as well as other accounting and consulting firms, to provide various other services in 2017.
The table below presents the aggregate fees billed to us for professional services performed by Ernst & Young LLP for the years ended December 31, 2017:
| | Year Ended
December 31, |
| | | | |
| | 2017 | | 2016* |
| | | | |
| | | | |
| | | | |
Audit fees(1) | | $ | 798,920 | | $ | __ |
| | | | |
| | | | |
Audit-related fees(2) | | __ | | __ |
| | | | |
| | | | |
Tax fees(3) | | 107,150 | | 17,311 |
| | | | |
| | | | |
Total principal accountant fees | | $ | 906,070 | | $ | 17,311 |
| | | | |
*
| | Our company commenced operations on June 28, 2017; historical tax fees presented for fiscal year ended 2016 in this table and in our consolidated financial statements filed with the SEC reflect fees incurred by our predecessor, Two Harbors Investment Corp. while it owned the commercial real estate lending subsidiary we acquired in our formation transaction in June 2017.
|
| | |
(1)
| | Audit fees pertain to the audit of our annual Consolidated Financial Statements, including review of the interim financial statements contained in our Quarterly Reports on Form 10-Q, comfort letters to underwriters in connection with our registration statements and common stock offerings, attest services, consents to the incorporation of the Ernst & Young LLP audit report in publicly filed documents and assistance with and review of documents filed with the SEC.
|
| | |
(2)
| | Audit-related fees pertain to assurance and related services that are traditionally performed by the principal accountant, including accounting consultations and audits in connection with proposed or consummated acquisitions, internal control reviews and consultation concerning financial accounting and reporting standard.
|
| | |
(3)
| | Tax fees pertain to services performed for tax compliance, including REIT compliance, tax planning and tax advice, including preparation of tax returns and claims for refund and tax-payment planning services. Tax planning and advice also includes assistance with tax audits and appeals, and tax advice related to specific transactions.
|
Auditor Services Pre-Approval Policy
The services performed by Ernst & Young LLP in 2017 were pre-approved by our Audit Committee in accordance with the pre-approval policy set forth in our Audit Committee Charter. This policy requires that all engagement fees and the terms and scope of all auditing and non-auditing services be reviewed and approved by the Audit Committee in advance of their formal initiation.
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OTHER MATTERS
Meeting Matters
Our Board of Directors does not intend to bring other matters before the Annual Meeting except items incident to the conduct of the meeting. However, on all matters properly brought before the meeting by our Board of Directors or others, the persons named as proxies in the accompanying proxy, or their substitutes, will vote on such matters in their discretion to the extent permitted by law.
Stockholder Proposals and Director Nominations for 2019 Annual Meeting
Our 2019 annual meeting is expected to be held on or about May 14, 2019. If a stockholder intends to submit a proposal for inclusion in our proxy statement for our 2019 annual meeting pursuant to Rule 14a-8 under the Exchange Act, the stockholder proposal must be received by the Secretarywebcast of Granite Point Mortgage Trust Inc., 590 Madison Avenue, 38th Floor,’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) at the offices of Skadden, Arps, Slate, Meagher & Flom LLP (located at One Manhattan West, New York, New York 10022, on or before November 27, 2018. If such proposal is in compliance with all of10001), you must complete the requirements of Rule 14a-8 underfollowing information and return the Exchange Act, the proposal will be included in our proxy statement and proxy card relating to such meeting. We suggest such proposals be submitted by certified mail, return receipt requested. Nothing in this paragraph shall be deemed to require us to include any stockholder proposal that does not meet all the requirements for such inclusion established by the SEC in effect at that time.
Stockholders may (outside of Rule 14a-8) nominate candidates for election to the Board of Directors or propose business for consideration at our 2019 annual meeting under Maryland law and our Bylaws. Our Bylaws provide that, with respect to an annual meeting of stockholders, nominations of individuals for election to our Board of Directors and the proposal of other business to be considered by stockholders may be made only (i) pursuant to our notice of the meeting; (ii) by or at the direction of our Board of Directors; or (iii) by a stockholder who was a stockholder of record both at the time of giving the notice required by our Bylaws and at the time of the meeting, who is entitled to vote at the meeting and who has complied with the advance notice provisions set forth in our Bylaws. Under our Bylaws, notice of such a nomination or proposal of other business must generally be provided to the Secretary not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. In addition, any such nomination or proposal must include the information required by our Bylaws. Accordingly, any stockholder who intends to submit such a nomination or such a proposal at our 2019 annual Meeting of Stockholders must notify us in writing of such proposal by November 27, 2018, but in no event earlier than October 28, 2018.
Annual Report
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, as filed with the SEC, will be sent to any stockholder, without charge, upon written requestform to Granite Point Mortgage Trust Inc., Attention: Investor Relations, 590 Madison Avenue, 38th Floor,Michael J. Karber, General Counsel and Secretary, 3 Bryant Park, Suite 2400A, New York, New York 10022. You also10036. Please note that no members of management or our Board will be in attendance at Skadden, Arps, Slate, Meagher & Flom LLP’s offices and you will not have the ability to vote your shares from that location. This form must be received by Granite Point Mortgage Trust Inc. no later than June 4, 2024.
Your name and address:
Number of shares of Granite Point Mortgage Trust Inc. common stock you hold:
Please note that if you hold your shares through a bank, broker or other nominee (i.e., in street name), you may obtain our Annual Report on Form 10-K onbe able to authorize your proxy by telephone or the Internet, atas well as by mail. You should follow the SEC’s website, www.sec.gov,instructions you receive from your bank, broker or on our website at www.gpmortgagetrust.com. Our 2017 Annual Report, which contains information about our business, but is not part of our disclosure deemedother nominee to vote these shares. Also, if you hold your shares in street name, you must obtain a proxy executed in your favor from your bank, broker or nominee to be filed withable to vote via the SEC, is also available on our website at www.gpmortgagetrust.com.43
Annual Meeting webcast. If the shares listed above are not registered in your name, identify the name of the registered stockholder below and include evidence that you beneficially own the shares.
Record stockholder: (name of your bank, broker or other nominee)
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