0001547546 false 0001547546 2020-06-16 2020-06-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 17, 2020

 

HUNT COMPANIES FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland   001-35845   45-4966519
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

230 Park Avenue, 19th Floor

New York, New York 10169

(Address of principal executive offices)

 

(212) 521-6323

(Registrant’s telephone number, including area code)

 

Not applicable

(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))

 

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
Common Stock, $0.01 par value

Trading Symbol(s)

HCFT

 Name of each exchange on which registered
New York Stock Exchange

 

 

 

 

 

 

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

 

The annual meeting of stockholders (the “Annual Meeting”) of Hunt Companies Finance Trust, Inc. (the “Company”) was held on June 17, 2020. A quorum was present at the meeting, as required by the Company’s Third Amended and Restated Bylaws. The stockholders of the Company voted to (i) re-elect James C. Hunt, Neil A. Cummins, James P. Flynn, William A. Houlihan and Walter C. Keenan to the Board of Directors to serve until the next annual meeting or until their respective successors are duly elected, (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company, as described in the proxy statement for the Company’s Annual Meeting and (iii) ratify the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.  As to these matters, the numbers of votes cast for or against, as well as the number of abstentions and broker non-votes, are as set forth below:

 

  1. Each of the five nominees listed below was elected, without contest, as a member of the Board of Directors of the Company at the Annual Meeting, to serve as a director until the next annual meeting of stockholders or until his or her respective successor has been duly elected. The voting results for each of the nominees for director were as follows:

 

Nominee For Withheld Broker Non-Votes
James C. Hunt 13,754,476 517,558 7,755,682
Neil A. Cummins 13,561,280 710,754 7,755,682
James P. Flynn 13,976,675 295,359 7,755,682
William A. Houlihan 13,535,990 736,044 7,755,682
Walter C. Keenan 13,610,887 661,147 7,755,682

 

  2. Approval, on an advisory basis, of the compensation of the named executive officers of the Company, as described in the proxy statement for the Company’s Annual Meeting:

 

For Against Abstained Broker Non-Votes
13,456,406 629,086 186,542 7,755,682

 

  3. Ratification of the appointment of KPMG, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020:

 

For Against Abstained Broker Non-Votes
21,839,400 106,459 81,857 N/A

 

Item 7.01Regulation FD Disclosure.

 

On June 17, 2020, the Company issued a press release (the “Release”) announcing the declaration of a cash dividend of $0.075 per share of common stock with respect to the second quarter of 2020, as further described in the Release. A copy of the Release is furnished herewith as Exhibit 99.1 to this current report on Form 8-K and is incorporated herein by reference.

 

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01Exhibits.

 

 (d)       Exhibits.

 

  99.1 Press Release of Hunt Companies Finance Trust, Inc., dated June 17, 2020.

 

 

 

 

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.

 

 

  Hunt Companies Finance Trust, Inc.  
     
       
Date: June 18, 2020 By: /s/ James A. Briggs  
    James A. Briggs  
    Chief Financial Officer  

 

 

 

 

 

Exhibit 99.1

 

Hunt Companies Finance Trust Declares Quarterly Dividend

 

NEW YORK, June 17, 2020 /PRNewswire/ -- Hunt Companies Finance Trust, Inc. (NYSE: HCFT) ("we", "HCFT" or "the Company") announced the declaration of a cash dividend of $0.075 per share of common stock with respect to the second quarter of 2020. The dividend is payable on July 15, 2020 to stockholders of record as of the close of business on June 30, 2020.

 

About HCFT

 

HCFT is a Maryland corporation focused on investing in, financing and managing a portfolio of commercial real estate debt investments. The Company primarily invests in transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets.

 

HCFT is externally managed and advised by OREC Investment Management, LLC, a Delaware limited liability company.  For additional information about OREC Investment Management, LLC, please see its Form ADV and brochure (Part 2A of Form ADV) available at https://www.adviserinfo.sec.gov.

 

Additional Information and Where to Find It

 

Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s Internet site at http://www.sec.gov/ or the Company website www.huntcompaniesfinancetrust.com or by directing requests to: Hunt Companies Finance Trust, 230 Park Avenue, 19th Floor, New York, NY 10169, Attention: Investor Relations.

 

Forward-Looking Statements

 

Certain statements included in this press release, any related webcast / conference call, and other oral statements made by our representatives from time to time may constitute forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. You can identify forward-looking statements by use of words such as "believe," "expect," "anticipate," "project," "estimate," "plan," "continue," "intend," "should," "may," "will," "seek," "would," "could," or similar expressions or other comparable terms, or by discussions of strategy, plans or intentions. Statements regarding the following subjects, among others, may be forward-looking: the return on equity; the yield on investments; the ability to borrow to finance assets; and risks associated with investing in real estate assets, including changes in business conditions and the general economy. Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us on the date of this press release or the date on which such statements are first made. Actual results may differ from expectations, estimates and projections. You are cautioned not to place undue reliance on forward-looking statements in this press release and/or any related webcast / conference call and should consider carefully the factors described in Part I, Item IA "Risk Factors" in our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and other current or periodic filings with the Securities and Exchange Commission ("SEC"), when evaluating these forward-looking statements. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. Additionally, many of these risks and uncertainties are currently amplified by and will continue to be amplified by, or in the future may be amplified by, the COVID-19 outbreak. Additional information concerning these and other risk factors are contained in our 2019 10-K and Form 10-Q for the quarter ended March 31, 2020, which are available on the Securities and Exchange Commission’s website at www.sec.gov. Except as required by applicable law, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

v3.20.1
Cover
Jun. 17, 2020
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 17, 2020
Entity File Number 001-35845
Entity Registrant Name HUNT COMPANIES FINANCE TRUST, INC.
Entity Central Index Key 0001547546
Entity Tax Identification Number 45-4966519
Entity Incorporation, State or Country Code MD
Entity Address, Address Line One 230 Park Avenue
Entity Address, Address Line Two 19th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10169
City Area Code 212
Local Phone Number 521-6323
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol HCFT
Security Exchange Name NYSE
Entity Emerging Growth Company false