Ready Capital Corporation (RC) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Ready Capital Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Thomas Capasse, Chief Executive Officer, Chief Investment Officer and Chairman of the Board of Directors of Ready Capital Corporation. Mr. Capasse, the floor is yours.

Good morning. I'm Thomas Capasse, CEO, Chief Investment Officer and Chairman of the Board of Ready Capital Corporation and Chairman of today's meeting. On behalf of the company, I want to welcome you to our 2025 Annual Meeting of Stockholders, which is now formally call to order. We are very pleased to have each of you in attendance today. We appreciate your attendance, your interest and most importantly, your support of the company. As a reminder, stockholders attending the virtual meeting can vote their shares online during this meeting until the closing of the polls by logging into the meeting website and following the instruction specified by the proxy statement that we filed with the Securities and Exchange Commission on April 29, 2025. If you have previously voted by proxy and do not want to change your vote, your vote will be cast as you previously instructed and no further action is required. At this time, I'd like to introduce Andrew Ahlborn, Chief Financial Officer and Secretary of the company, who will serve as Secretary of the meeting and will be serving as the Inspector of Election. Before we begin the formal portion of our meeting, Andrew, would you bring to the stockholders' attention our customary safe harbor disclosure regarding forward-looking statements, and will you please present the certificate of mailing?

Thank you, Tom. Today's meeting may include forward-looking statements and projections, and we ask that you refer to our most recent filings with the SEC for important factors that could cause actual results to differ materially from these projections. We do not undertake to update our forward-looking statements unless required by law. To obtain copies of our latest SEC filings, please visit our website at www.readycapital.com. Mr. Chairman, I present the affidavit of mailing, which states that written notice of this 2025 Annual Meeting of Stockholders of Ready Capital Corporation, form of proxy card and for those requesting full sets of materials, the related proxy statement and 2024 annual report were mailed on or about May 5, 2025, to each stockholder of record as of April 21, 2025, the record date for this annual meeting. In addition, I present the following: First, copies of the written notice of the 2025 Annual Meeting of Stockholders stating the date, time and place of this annual meeting; and second, copies of the related proxy statement, form of proxy card and 2024 annual report, which accompanied the written notice of this annual meeting. Only stockholders of record on the record date are entitled to vote at this annual meeting, and each stockholder is entitled to 1 vote for each share of common stock owned on the record date.

Thank you, Andrew. I'd like to begin by calling your attention to the order of business for the meeting. The business to be transacted is to vote on the matters set forth in our proxy statement, specifically: one, the proposal to elect 7 directors to serve on our Board of Directors until the annual meeting in 2026 and until their successors have been duly elected and qualified; two, the proposal to ratify the appointment of Deloitte & Touche as our independent registered public accounting firm for the 2025 fiscal year; three, the proposal to approve on an advisory basis the compensation of our named executive officers; and four, the proposal to approve on an advisory basis, the frequency of future stockholder advisory votes on the compensation of our named executive officers as more fully described in our proxy statement. A copy of the proxy statement, which was previously made available to each of the stockholders entitled to vote at this meeting is available on the company's Investor Relations website and the SEC's website at www.sec.gov. Consistent with prior meeting, stockholders will have the opportunity to ask questions or make comments which we will address as appropriate. Questions that are not directly related to the proposals to be voted on at the annual meeting will be answered following the completion of the formal business of the meeting. Stockholders logged into the meeting website will be able to submit questions by selecting the Q&A icon at the top of the screen and typing any questions into the chat box at the bottom of the screen before submitting. The company will respond to as many inquiries as time allows. The secretary is directed to incorporate a copy of the certificate of mailing, written notice of the 2025 Annual Meeting of Stockholders, including the related proxy statement, form of proxy card, and 2024 annual report as part of the minutes of this annual meeting. The bylaws of the committee provide that the presence in person or by proxy of stockholders entitled to cast a majority of all votes entitled to be cast at the meeting constitutes a quorum. The inspector of election is in charge of calculating the votes from the proxies and stockholders present via webcast. Andrew, do we have a quorum?

Yes, we have a quorum. Stockholders entitled to cast more than a majority of all the votes entitled to be cast at the meeting are present in person via webcast or by proxy.

Thank you, Andrew. I hereby declare that a quorum is present. Accordingly, the meeting is duly constituted, and we will now proceed with the business of the meeting. It is 9:06 -- 9:05 a.m. and the polls are now open. The first item of business is to elect 7 directors to serve on the company's Board of Directors until the 2026 Annual Meeting and until their successors are duly elected and qualified. On behalf of the Board of Directors, I confirm that the following persons have been nominated for election as directors of the company: Thomas Capasse, Jack Ross, Meredith Marshall, Dominique Mielle, Gilbert Nathan, Mitchell Reese, and Todd Sinai. The second item of business is to consider and act upon the proposal to ratify the appointment of Deloitte & Touche as the company's independent registered public accountants for the fiscal year ending December 31, 2025. The third item of business is to consider and act upon the proposal to approve on a nonbinding advisory basis the compensation of the company's named executive officers as disclosed in the proxy statement. The text of the advisory resolution to approve the company's named executive officers' compensation is set forth in the proxy statement that was sent or made available to stockholders. The fourth item of business is to consider and act upon a proposal to approve on a nonbinding advisory basis the frequency of future stockholder advisory votes on the compensation of the company's named executive officers as disclosed in the proxy statement. These 4 proposals have been properly brought before the meeting and under the bylaws of the company, no one else can be nominated as a director from the floor, and no other proposal can be made from the floor. Andrew, have we received any questions or comments on these proposals?

We have not received any questions or comments.

Seeing none, we'll move on. That concludes the presentation of the items of business that you've been asked to vote on at today's meeting. The polls are about to close. So if you have not yet voted yet, please do so. [Voting]

Since all stockholders have the opportunity to vote, I hereby declare the polls are now closed at 9:07 a.m. on June 25, 2025. Andrew has provided me the preliminary report from the inspector of elections. The preliminary report of the inspector of elections indicates that with respect to the election of directors, each nominee has received the affirmative vote of holders of a plurality of all the votes cast in the election of the directors at this meeting. Secondly, with respect to the proposal to ratify the appointment of Deloitte & Touche has received the affirmative vote of more than a majority of the votes cast on the proposal. Third, with respect to the proposal to approve on a nonbinding advisory basis the compensation of the committee -- company's named executive officers as disclosed in our proxy, the proposal received more than a majority of all votes cast on that proposal. Lastly, with respect to the proposal to approve on a nonbinding advisory basis the frequency of future stockholder advisory votes on the compensation of the company's named executive officers as disclosed in our proxy statement, the proposal to hold such advisory votes on an annual basis received more than a majority of all the votes cast on a proposal. Therefore, according to the preliminary report that was presented to me by the inspector of election, each of the director nominees has been elected, the appointment of Deloitte & Touche has been ratified, and the compensation of the company's named executive officers, and the 1-year frequency of future stockholder advisory votes on the compensation of the company's named executive officers have each been approved on an advisory basis. Details regarding the number of shares that voted in favor and against each proposal will be provided in a current report on Form 8-K, which we will file with the SEC no later than Tuesday, July 1, 2025, within 4 business days of this meeting. That completes our formal business for today, and I hereby adjourn the meeting.

This concludes the meeting. You may now disconnect.