0001562528 false 0001562528 2022-11-08 2022-11-08 0001562528 us-gaap:CommonStockMember 2022-11-08 2022-11-08 0001562528 us-gaap:SeriesEPreferredStockMember 2022-11-08 2022-11-08 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): November 8, 2022

 

Franklin BSP Realty Trust, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland 001-40923 46-1406086
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation)    Identification No.) 

 

1345 Avenue of the Americas, Suite 32A

New York, New York 10105

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (212) 588-6770

  

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))

 

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

 

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.01 per share FBRT New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock, par value $0.01 per share FBRT PRE New York Stock Exchange

 

Indicated 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers.

 

Appointment of New Director

 

On November 8, 2022, the Board of Directors (the “Board”) of Franklin BSP Realty Trust, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Joe Dumars to the Board, effective January 1, 2023, for a term lasting until the 2023 annual meeting of stockholders of the Company. Mr. Dumars was recommended for appointment to the Board by the Board’s Nominating and Corporate Governance Committee following an extensive director search process led by the committee.

 

Mr. Dumars will participate in the current director compensation arrangements applicable to the Company’s non-employee directors, which are described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 19, 2022.

 

There were no arrangements or understandings between Mr. Dumars and any other persons pursuant to which Mr. Dumars was selected as a director. Mr. Dumars does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Franklin BSP Realty Trust, Inc.
   
  By: /s/ Jerome S. Baglien
  Name: Jerome S. Baglien
  Title: Chief Financial Officer, Chief Operating Officer and Treasurer

 

Date: November 14, 2022