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): May 1, 2019
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 (seeGeneral 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)) |
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).
| x | Emerging growth company. |
| | |
| x | 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 | Ticker symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share 7.00% Series B cumulative redeemable perpetual preferred stock, $0.01 par value per share | JCAP JCAP PR B | New York Stock Exchange New York Stock Exchange |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. |
(e). The Board of Directors of Jernigan Capital, Inc. (the “Company”) previously approved, subject to approval by the holders of the common stock of the Company, par value $0.01 per share (“Common Stock”), the Company’s Second Amended and Restated 2015 Equity Incentive Plan (the “Plan”). At the Company’s Annual Meeting of Stockholders, which was held on May 1, 2019 (the “Annual Meeting”), the holders of Common Stock approved the the Plan to increase the number of shares of Common Stock reserved for issuance under the Plan by 380,000 shares from 370,000 shares to 750,000 shares and to extend the term of the Plan to May 1, 2029.
The foregoing description is qualified in its entirety by the text of the Plan, a copy of which is incorporated herein by reference as Exhibit 10.1 hereto.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, 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, 2019 (the “Proxy Statement”). Holders of 18,946,031 shares of Common Stock and holders of 127,125 shares of the Company’s Series A Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), were present in person 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 seven director nominees named in the Proxy Statement.
Director Nominee | | For
| | | Withheld
| | | Broker Non-Votes | |
| Randall L. Churchey | | | 14,070,458 | | | | 59,730 | | | | 4,815,843 | |
| Mark O. Decker | | | 11,811,163 | | | | 2,319,025 | | | | 4,815,843 | |
| John A. Good | | | 13,886,971 | | | | 243,217 | | | | 4,815,843 | |
| Dean Jernigan | | | 13,876,578 | | | | 253,610 | | | | 4,815,843 | |
| Rebecca Owen | | | 14,070,069 | | | | 60,119 | | | | 4,815,843 | |
| Howard A. Silver | | | 11,811,920 | | | | 2,318,268 | | | | 4,815,843 | |
| Dr. Harry J. Thie | | | 11,331,322 | | | | 2,798,866 | | | | 4,815,843 | |
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 | | | 127,125 | | | | 0 | | | | 0 | |
Proposal 2: For the holders of Common Stock to approve the Second Amended and Restated Jernigan Capital, Inc. 2015 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 380,000 shares.
| For | | | Against | | | Abstentions | | | Broker Non-Votes | |
| | 13,208,528 | | | | 880,856 | | | | 40,804 | | | | 4,815,843 | |
Proposal 3: 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, 2019.
| For | | | Against | | | Abstentions | |
| | 18,802,190 | | | | 110,215 | | | | 33,626 | |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: May 2, 2019
| | Jernigan Capital, Inc. |
| | |
| | By: | /s/ John A. Good |
| | | Name: John A. Good |
| | | Title: Chief Executive Officer |
