2014 Voting Results


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 29, 2014

Resource Capital Corp.
(Exact name of registrant as specified in its chapter)

Maryland
 
1-32733
 
20-2287134
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
712 Fifth Avenue, 12th Floor
New York, NY
 
 
 
10019
(Address of principal executive offices)
 
 
 
(Zip Code)

Registrant's telephone number, including area code: 212-974-1708
(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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 5.07    Submission of Matters to a Vote of Security Holders

At our Annual Meeting of Stockholders held on May 29, 2014, our stockholders: (i) re-elected 10 directors, Messrs. Walter T. Beach, Edward E. Cohen, Jonathan Z. Cohen, Richard L. Fore, William B. Hart, Gary Ickowicz, Steven J. Kessler, Murray S. Levin and P. Sherrill Neff and Ms. Stephanie H. Wiggins to serve until the next annual meeting of stockholders in 2015; (ii) approved a proposal to adopt the Resource Capital Corp. Amended and Restated Omnibus Equity Compensation Plan; (iii) approved, in an advisory vote, the Resource Capital Corp. 2013 compensation program for its named executive officers; and (iv) ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2014.

The voting results were as follows:
Election of Directors
Shares For

Shares Against

Abstentions

Broker Non-Votes

Mr. Beach
61,346,540

804,910

3,078,143

47,530,802

Mr. E. Cohen
49,851,320

14,978,333

399,940

47,530,803

Mr. J. Cohen
59,626,643

5,198,273

404,677

47,530,803

Mr. Fore
64,001,652

778,899

449,043

47,530,802

Mr. Hart
63,923,557

854,741

451,299

47,530,799

Mr. Ickowicz
64,000,632

773,833

455,130

47,530,801

Mr. Kessler
63,722,343

1,061,958

445,294

47,530,801

Mr. Levin
62,327,132

2,489,041

413,423

47,530,800

Mr. Neff
64,043,636

775,412

410,547

47,530,801

Ms. Wiggins
63,942,390

871,719

415,487

47,530,800


A proposal to adopt the Resource Capital Corp. Amended and Restated Omnibus Equity Compensation Plan:
Shares For
Shares Against
Abstentions
56,804,733
7,492,726
932,135

A proposal to approve, in an advisory vote, our 2013 compensation program for our named executive officers:
Shares For
Shares Against
Abstentions
58,768,314
5,515,458
945,822

A proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014:
Shares For
Shares Against
Abstentions
110,786,417
1,239,292
734,605







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.

Resource Capital Corp.

Date: June 2, 2014
/s/ Michael S. Yecies
 
Michael S. Yecies
 
Senior Vice President, Chief Legal Officer & Secretary