Rithm Property Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 2, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Rithm Property Trust Inc. (the “Company”), the Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), which was previously adopted by the Company’s Board of Directors, subject to stockholder approval. A summary description of the material terms of the 2026 Plan was included in the Company’s definitive proxy statement on Schedule 14A (the “Definitive Proxy Statement”) filed with the Securities and Exchange Commission on April 21, 2026, in connection with the Annual Meeting. Such description is qualified in its entirety by reference to the 2026 Plan, which is attached as Annex A to the Definitive Proxy Statement and is filed as Exhibit 10.1 to this report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2026 Annual Meeting, held June 2, 2026, the stockholders of the Company voted on the matters described below.
| 1. | The Company’s stockholders elected four (4) Directors to serve until the 2027 annual meeting of stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such director, withheld voting for such director, and represented broker non-votes with respect to this proposal are summarized in the table below. |
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Paul Friedman | 2,424,826 | 2,140,239 | 1,594,031 | |||
| Mary Haggerty | 2,358,047 | 2,207,018 | 1,594,031 | |||
| Daniel Hoffman | 2,113,412 | 2,451,652 | 1,594,031 | |||
| Michael Nierenberg | 2,670,663 | 1,894,401 | 1,594,031 |
| 2. | The Company’s stockholders ratified the appointment of Ernst & Young LLP to serve as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below. |
| Votes For | Votes Against | Abstentions | ||||
| 6,135,751 | 13,515 | 9,829 |
| 3. | The Company’s stockholders did not approve (on a non-binding advisory basis) the compensation of the Company’s named executive officers as described in the Company’s Proxy Statement. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||
| 1,395,661 | 3,148,191 | 21,212 | 1,594,031 |
| 4. | The Company’s stockholders approved the Rithm Property Trust Inc. 2026 Omnibus Incentive Plan. The numbers of shares that voted for, against, abstained from voting, and represented broker non-votes with respect to this proposal are summarized in the table below. |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,371,676 | 172,050 | 21,338 | 1,594,031 |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Rithm Property Trust Inc. 2026 Omnibus Incentive Plan | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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 thereunto duly authorized.
| RITHM PROPERTY TRUST INC. | ||
| By: | /s/ Nicola Santoro, Jr. | |
| Name: Nicola Santoro, Jr. | ||
| Title: Chief Financial Officer | ||
Dated: June 2, 2026