{"url_path":"/sec/brsp/8-k/2026-05-13/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1717547/0001717547-26-000044-index.html","accession_number":"0001717547-26-000044","cik":"0001717547","ticker":"BRSP","issuer_name":"BrightSpire Capital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1717547/0001717547-26-000044-index.html","primary_entity_key":"0001717547","primary_entity_name":"BrightSpire Capital, Inc."},"word_count":405,"has_tables":true,"body_markdown":"Item 5.07.            Submission of Matters to a Vote of Security Holders.\n\nAt the Annual Meeting, the Company’s stockholders: (i) elected the five persons listed below as directors of the Company, each to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor is duly elected and qualified; (ii) approved in an advisory vote the compensation paid to the Company’s named executive officers as of December 31, 2025; (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iv) approved a second amendment to the 2022 Equity Incentive Plan, including to authorize the issuance of 10,000,000 additional shares of common stock as eligible securities to grant in accordance with the plan, as amended. \n\nSet forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:\n\nProposal 1 — Election of Directors\n\nThe following persons comprising the entire board of directors of the Company were duly elected as directors of the Company until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, by the following vote:\n\nNominee\n\n \n\nFor\n\n \n\nWithheld\n\nAbstentions\n\nBroker Non-Votes\n\nCatherine D. Rice\n\n \n69,647,368\n \n2,539,050\n\n196,994\n\n27,416,261\n\nKim S. Diamond\n\n71,129,995\n\n1,063,966\n\n189,451\n\n27,416,261\n\nCatherine Long\n\n69,672,485\n\n2,511,208\n\n199,719\n\n27,416,261\n\nVernon B. Schwartz\n\n \n71,606,343\n \n595,533\n\n181,536\n\n27,416,261\n\nMichael J. Mazzei\n\n \n71,813,777\n \n387,361\n\n182,274\n\n27,416,261\n\nProposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation\n\nThe Company’s stockholders approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers as of December 31, 2025 as described in the Compensation Discussion and Analysis and executive compensation tables of the Proxy Statement. The table below sets forth the voting results for this proposal:\n\nFor\n\n \n\nAgainst\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n70,586,111\n \n1,074,080\n \n723,221\n \n27,416,261\n\nProposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm\n\nThe Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:\n\nFor\n\n \n\nAgainst\n\n \n\nAbstentions\n\n99,105,085\n \n262,229\n \n432,359\n\nProposal 4 — Approval of a Second Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan\n\nThe Company’s stockholders approved the second amendment to the 2022 Equity Incentive Plan by the following vote:\n\nFor\n\n \n\nAgainst\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n69,904,109\n \n1,994,996\n \n484,307\n \n27,416,261"}