Current Report Filing (8-k)
May 30 2023 - 4:17PM
Edgar (US Regulatory)
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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): May 30, 2023
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-35777
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45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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799 Broadway
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New York, New York
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10003
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (212) 850-7770
N/A
(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 (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading
Symbol:
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Name of each exchange on
which registered:
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Common Stock, $0.01 par value per share
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RITM
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7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
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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
newPPl or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Director; Appointment of Certain Officers; Compensatory Arrangement of
Certain Officers.
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On May 25, 2023, the stockholders of Rithm Capital Corp. (the “Company”) approved the Rithm Capital Corp. 2023 Omnibus Incentive Plan (the “Plan”),
which was previously adopted by the Company’s Board of Directors. A summary description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the annual meeting of stockholders held on May 25, 2023 (the
“Definitive Proxy Statement”), which was filed with the Securities and Exchange Commission on April 11, 2023. Such description is qualified in its entirety by reference to the full text of the Plan, which is attached as Annex A to the Definitive
Proxy Statement and is being filed as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 9.01. |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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Rithm Capital Corp. 2023 Omnibus Incentive Plan
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104
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Cover Page Interactive Data File — the cover page XBRL tags are embedded within the Inline XBRL document.
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SIGNATURE
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.
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RITHM CAPITAL CORP.
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(Registrant)
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/s/ Nicola Santoro, Jr.
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Nicola Santoro, Jr.
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Chief Financial Officer and Chief Accounting Officer
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Date: May 30, 2023
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