Ladder Capital Corp

8-K · tm2616959d1_8k.htm iXBRL

0001577670

 2026-06-04
 2026-06-04

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 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 4, 2026

  

 Ladder Capital Corp
 (Exact name of registrant as specified in its charter)

  

 Delaware
 001-36299
 80-0925494

 (State or other jurisdiction
 (Commission
 (I.R.S. Employer

 of incorporation)
 File Number)
 Identification No.)

  

 320 Park Avenue ,
 15th Floor
  

 New York ,
 New York
  
 10022

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone
number, including area code: 212 - 715-3170

  

 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:

  

 ¨
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))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title of Each Class  
 Trading Symbol(s)  
 Name
 of Each Exchange on Which Registered

 Class A common stock, $0.001 par value  
 LADR  
 New York Stock Exchange

  
 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. ¨

  

  

  

  

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

  

 On June 4, 2026, Ladder Capital Corp (the
“Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the
re-election of Brian Harris and Mark Alexander to the Board of Directors as Class III Directors, each with a term expiring at the
2029 Annual Meeting and until such person’s successor is duly elected and qualified and (2) the ratification of the appointment
of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.

  

 Based on the votes by holders of the Company’s
Class A common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:

  

 1. The re-election of Brian Harris and Mark Alexander to the Board
of Directors as Class III Directors:

  

 DIRECTOR NOMINEE  
 VOTES FOR  
 VOTES WITHHELD  
 BROKER NON-VOTES

 Brian Harris  
 62,166,495  
 18,114,825  
 24,759,244

 Mark Alexander  
 39,455,734  
 40,825,586  
 24,759,244

  

 2. The ratification of the appointment of Ernst & Young LLP
as the Company’s independent registered public accounting firm for 2026:

  

 VOTES FOR    
 VOTES AGAINST    
 ABSTENTIONS  

   104,254,220    
   609,801    
   176,543  

  

 No other matters were considered and voted on by the Company’s
stockholders at the Annual Meeting.

  

  

  

  

 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.

  

 Date: June 5, 2026
 LADDER CAPITAL CORP

  
  
  

  
 By:
 /s/ Kelly Porcella

  
 Name:
 Kelly Porcella

  
 Title:
 Chief Administrative Officer & General Counsel