Great Ajax Corp. Files 8-K on Shareholder Votes and Other Events

TL;DR

AJX filed an 8-K on 5/21 detailing shareholder votes and other events from 5/20.

AI Summary

Great Ajax Corp. filed an 8-K on May 21, 2024, reporting on matters submitted to a vote of security holders and other events that occurred on May 20, 2024. The filing details the company's corporate information, including its state of incorporation (Maryland), SEC file number (001-36844), and principal executive offices located in Tigard, Oregon.

Why It Matters

This filing provides important updates on corporate actions and events that may affect Great Ajax Corp. shareholders and their investment.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate events and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• 001-36844 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-5211870 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Great Ajax Corp. (company) — Registrant
• Maryland (jurisdiction) — State of incorporation
• Tigard, OR (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value $0.01 per share AJX New York Stock Exchange

Filing Documents

• tm2414837d1_8k.htm (8-K) — 40KB
• 0001104659-24-063618.txt ( ) — 212KB
• ajx-20240520.xsd (EX-101.SCH) — 3KB
• ajx-20240520_lab.xml (EX-101.LAB) — 33KB
• ajx-20240520_pre.xml (EX-101.PRE) — 22KB
• tm2414837d1_8k_htm.xml (XML) — 4KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. 2024 Annual and Special Meeting of Stockholders On May 20, 2024, Great Ajax Corp. (the "Company") held its 2024 Annual and Special Meeting of Stockholders (the "Meeting"). There were 32,797,187 shares of common stock of the Company represented virtually or by proxy at the Meeting, constituting approximately 88.67% of the 36,984,716 outstanding shares of common stock on April 22, 2024, the record date for the Meeting. The matters voted upon at the Meeting and the results of such voting are set forth below: Proposal 1: The approval of the issuance of common stock to certain exchanging investors in excess of the 19.99% cap imposed by the New York Stock Exchange rules in connection with the Company's agreement to exchange outstanding preferred stock and warrants with certain stockholders. FOR AGAINST ABSTAIN 21,836,308 7,041,866 51,469 At the Meeting, a majority of stockholders approved the issuance of common stock to certain exchanging investors in excess of the 19.99% cap imposed by the New York Stock Exchange rules in connection with the transaction. Proposal 2: The approval of the issuance of common stock and warrant shares that will be issued to Rithm in connection with the strategic transaction between the Company and Rithm in which Rithm will replace the Company's current manager. FOR AGAINST ABSTAIN 21,863,959 7,013,314 52,370 At the Meeting, a majority of stockholders approved the issuance of common stock and warrant shares that will be issued to Rithm in connection with the transaction. Proposal 3: Election of four (4) Directors to serve until the 2025 annual meeting of stockholders. Name FOR WITHHELD Paul Friedman 21,553,593 7,376,050 Mary P. Haggerty 23,549,126 5,380,517 Daniel Hoffman 21,929,425 7,000,218 Michael Nierenberg 23,547,530 5,382,113 In addition, there were 3,867,544 broker non-votes associated with the election of

01. Other Events

Item 8.01. Other Events. On May 21, 2024, following receipt of stockholder approval, the Company completed its previously disclosed exchange transaction (the "Exchange") and 2,581,694 shares of common stock subject to the Exchange will be issued by the Company. The Exchange was made in reliance on the exemption from the registration requirements of the Securities Act of 1933 (as amended, the "Securities Act"), afforded by Section 3(a)(9) of the Securities Act.

SIGNATURES

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. GREAT AJAX CORP. By: /s/ Lawrence Mendelsohn Name: Lawrence Mendelsohn Title: Chief Executive Officer Date: May 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR