Granite Point Mortgage Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2026, the Board of Directors (the “Board”) of Granite Point Mortgage Trust Inc. (the “Company”) adopted a revised Director Compensation Policy (the “Policy”), effective immediately. The Policy provides for cash and equity compensation to be paid to members of the Board for their service on the Board and its committees. Under the Policy as revised, directors who are independent under the listing standards of the New York Stock Exchange will receive an annual cash retainer of $100,000 ($160,000 for the Chair), paid quarterly in arrears; a restricted stock unit (“RSU”) award worth $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting period; and a long-term cash award of $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting term. The Policy provides for the payment of additional amounts in cash retainers and RSUs for the Chairs and other members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.
Under the predecessor version of the Policy, the directors had received the annual cash retainer as detailed above plus an RSU award worth $100,000 ($160,000 for the Chair) at the beginning of the Board term, but no long-term cash award. The Board decided to split the RSU portion of Board pay equally between RSUs and a long-term cash award in the revised Policy to limit the dilutive effect of the equity grants to directors. No other material changes were included in the June 4, 2026, revisions. The foregoing description of the Policy is qualified in its entirety by the terms of the Policy, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026, for the purpose of: (i) electing seven directors to serve on the Board until the 2027 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company’s named executive officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
On April 6, 2026, the record date for the Annual Meeting, there were 47,919,625 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There were 34,123,267 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.
Proposal 1 — Election of Directors
Each of the seven director nominees proposed by the Board was elected to serve as a director until the Company’s 2027 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Tanuja M. Dehne | 18,154,513 | 1,588,603 | 1,322,250 | 13,057,901 | ||||||||||||
| Patrick G. Halter | 19,172,126 | 1,591,607 | 301,633 | 13,057,901 | ||||||||||||
| Stephen G. Kasnet | 18,055,156 | 1,705,297 | 1,304,913 | 13,057,901 | ||||||||||||
| Sheila K. McGrath | 19,195,496 | 1,618,761 | 251,109 | 13,057,901 | ||||||||||||
| Lazar Nikolic | 19,223,834 | 1,594,838 | 246,694 | 13,057,901 | ||||||||||||
| John A. Taylor | 19,238,468 | 1,593,103 | 233,795 | 13,057,901 | ||||||||||||
| Hope B. Woodhouse | 18,010,372 | 1,738,012 | 1,316,982 | 13,057,901 | ||||||||||||
Proposal 2 — Approval of Advisory Vote on Executive Compensation
Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following final voting results:
| For | Against | Abstain | Broker Non-Votes | |||
| 17,500,001 | 2,152,885 | 1,412,480 | 13,057,901 |
Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received the following final voting results:
| For | Against | Abstain | ||||
| 33,290,665 | 395,844 | 436,758 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Director Compensation Policy | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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.
| Date: June 5, 2026 | GRANITE POINT MORTGAGE TRUST INC. |
| By: | /s/ MICHAEL J. KARBER | |
| Michael J. Karber | ||
| General Counsel and Secretary |