Rithm Capital Corp. Announces Annual Meeting of Stockholders

TL;DR

<b>Rithm Capital Corp. is holding its Annual Meeting of Stockholders on May 23, 2024, urging shareholders to vote via proxy.</b>

AI Summary

Rithm Capital Corp. (RITM-PD) filed a Proxy Statement (DEF 14A) with the SEC on April 11, 2024. Rithm Capital Corp. will hold its Annual Meeting of Stockholders on May 23, 2024, at 8:00 a.m. Eastern Time. The meeting will take place at Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, One Manhattan West, New York, New York 10001. Stockholders are urged to vote by Internet, telephone, or by returning a signed proxy card. All stockholders may vote electronically at the meeting. Beneficial owners must obtain a legal proxy from their broker or bank to attend and vote.

Why It Matters

For investors and stakeholders tracking Rithm Capital Corp., this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it's the final version sent to shareholders for voting on company matters. The company is providing detailed instructions on how to vote, including options for electronic, telephone, and mail-in proxies, and specific requirements for beneficial owners.

Risk Assessment

Risk Level: low — Rithm Capital Corp. shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial or operational information that would inherently increase risk.

Analyst Insight

Review the proxy materials to understand the proposals being voted on and ensure your vote is cast according to your preferences.

Key Numbers

• 2024-05-23 — Annual Meeting Date (Date of the Annual Meeting of Stockholders.)
• 8:00 a.m. — Meeting Time (Time of the Annual Meeting of Stockholders.)
• 2024-04-11 — Filing Date (Date the DEF 14A filing was made.)

Key Players & Entities

• Rithm Capital Corp. (company) — Registrant and filer of the proxy statement.
• Michael Nierenberg (person) — Chief Executive Officer, President and Chairman of Rithm Capital Corp.
• Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates (company) — Location of the Annual Meeting of Stockholders.
• May 23, 2024 (date) — Date of the Annual Meeting of Stockholders.
• New York, New York 10001 (location) — Address of the meeting venue.

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The filing must adhere to the rules and regulations set forth by the Securities and Exchange Commission (SEC) for proxy statements.

Industry Context

Rithm Capital Corp. operates as a real estate investment trust (REIT), engaging in various real estate and financial services activities.

Regulatory Implications

The filing is made under Section 14(a) of the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the full proxy statement for details on proposals and voting recommendations.
2. Determine your preferred voting method (Internet, phone, mail) and follow instructions carefully.
3. If you are a beneficial owner, contact your broker or bank to obtain a legal proxy for voting.

Key Dates

• 2024-05-23: Annual Meeting of Stockholders — Key date for shareholders to vote on company matters.
• 2024-04-11: Filing Date — Date the definitive proxy statement was filed with the SEC.

Glossary

DEF 14A

Definitive Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934. (This is the official document informing shareholders about the annual meeting and how to vote.)

Proxy Card

A document authorizing another person to act as one's agent or proxy, typically to vote shares. (Essential for shareholders who cannot attend the meeting but wish to vote.)

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement. It follows preliminary filings and provides the final details for the upcoming annual meeting.

Key Financial Figures

• $0.01 — holders of our common stock, par value $0.01 per share (the "Common Stock"), on or a

Filing Documents

• tm2330256d2_def14a.htm (DEF 14A) — 726KB
• bc_paidnetincome-bw.jpg (GRAPHIC) — 47KB
• bc_paidreturn-bw.jpg (GRAPHIC) — 50KB
• bc_paidtsr-bw.jpg (GRAPHIC) — 49KB
• lc_paidpeertsr-bw.jpg (GRAPHIC) — 38KB
• lg_rithm-bwlr.jpg (GRAPHIC) — 5KB
• px_24rithmproxy01pg01-bw.jpg (GRAPHIC) — 385KB
• px_24rithmproxy01pg02-bw.jpg (GRAPHIC) — 152KB
• 0001104659-24-046006.txt (&nbsp;) — 3274KB
• ritm-20231231.xsd (EX-101.SCH) — 8KB
• ritm-20231231_def.xml (EX-101.DEF) — 6KB
• ritm-20231231_lab.xml (EX-101.LAB) — 26KB
• ritm-20231231_pre.xml (EX-101.PRE) — 7KB
• tm2330256d2_def14a_htm.xml (XML) — 166KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 21 Compensation Discussion and Analysis 21 COMPENSATION COMMITTEE REPORT 29 Compensation Committee Interlocks and Insider Participation 29 Compensation Tables 30

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 40 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 41 ADVANCE NOTICE FOR STOCKHOLDER NOMINATIONS AND PROPOSALS FOR 2025 ANNUAL MEETING 42 OTHER MATTERS 43 ADDITIONAL INFORMATION 43 ANNEX A: NON-GAAP FINANCIAL MEASURES A-1 i TABLE OF CONTENTS RITHM CAPITAL CORP. 799 Broadway, 8 th Floor, New York, New York 10003 PROXY STATEMENT For the 2024 Annual Meeting of Stockholders to be Held on May 23, 2024 This Proxy Statement and the accompanying proxy card and Notice of Annual Meeting of Stockholders are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors (the "Board of Directors") of Rithm Capital Corp., a Delaware corporation, for use at the Annual Meeting of Stockholders of Rithm Capital Corp. ("Annual Meeting") to be held on May 23, 2024 and any adjournments or postponements thereof. "We," "our," "us," the "Company," "Rithm" and "Rithm Capital" each refers herein to Rithm Capital Corp. The mailing address of our executive office is 799 Broadway, 8th Floor, New York, New York 10003. Our proxy materials, including this Proxy Statement, the accompanying proxy card and Notice of Annual Meeting of Stockholders, or the Notice of Internet Availability of Proxy Materials (the "Internet Notice"), if applicable, are first being mailed to holders of our common stock, par value $0.01 per share (the "Common Stock"), on or about April 11, 2024. At the date hereof, management has no knowledge of any business that will be presented for consideration at the Annual Meeting and which would be required to be set forth in this Proxy Statement or the related proxy materials other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the Annual Meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in ac

View Full Filing

View this DEF 14A filing on SEC EDGAR