{"url_path":"/sec/ritm-pf/8-k/2026-05-21/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1556593/0001104659-26-065154-index.html","accession_number":"0001104659-26-065154","cik":"0001556593","ticker":"RITM","issuer_name":"Rithm Capital Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1556593/0001104659-26-065154-index.html","primary_entity_key":"0001556593","primary_entity_name":"Rithm Capital Corp."},"word_count":471,"has_tables":true,"body_markdown":"**Item 5.07.**\n**Submission of Matters to a Vote of Security Holders.**\n\n \n\nAt the Annual Meeting, the stockholders of the\nCompany voted on the matters described below.\n\n \n\n1.\nThe Company’s stockholders elected two Class I directors, who comprise all the directors of such class, to serve until the 2029 Annual Meeting of Stockholders and until their successors are elected and duly qualified. The numbers of shares that voted for the election of such directors, withheld voting for such directors and represented broker non-votes with respect to this proposal are summarized in the table below.\n\n \n\nDirector Nominee\n \nVotes For\n \nVotes Withheld\n \nBroker Non-Votes*\n\nDavid Saltzman\n \n200,196,253\n \n28,197,137\n \n146,946,021\n\nWilliam D. Addas\n \n219,162,505\n \n9,230,885\n \n146,946,021\n\n \n\n2.\nThe Company’s stockholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.\n\n \n\nVotes For\n \nVotes Against\n \nAbstentions\n\n368,163,966\n \n3,268,629\n \n3,906,816\n\n \n\n3.\nThe Company’s stockholders approved (on a non-binding advisory basis) the compensation of the Company’s named executive officers as described in the Company’s Definitive Proxy Statement. The numbers of shares that voted for, against, abstained from voting and represented broker non-votes with respect to this proposal are summarized in the table below.\n\n \n\nVotes For\n \nVotes Against\n \nAbstentions\n \nBroker Non-Votes*\n\n191,163,402\n \n32,850,187\n \n4,379,801\n \n146,946,021\n\n \n\n4.\nThe Company’s stockholders approved the First Amendment. The numbers of shares that voted for, against, abstained from voting and represented broker non-votes with respect to this proposal are summarized in the table below.\n\n \n\nVotes For\n \nVotes Against\n \nAbstentions\n \nBroker Non-Votes*\n\n211,581,992\n \n11,987,771\n \n4,823,627\n \n146,946,021\n\n \n\nNo other matters were considered and voted on\nby the Company’s stockholders at the Annual Meeting.\n\n \n\n* Broker non-votes are instances where a broker\nholding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial\nowner and therefore is precluded by the New York Stock Exchange (the “NYSE”) rules from voting on a particular matter.\nUnder the NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial\nowner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters.\nBrokers who did not receive instructions from the respective beneficial owners were not entitled to vote on (i) the election of two\nClass I directors, (ii) the approval (on a non-binding advisory basis) of the compensation of the Company’s named executive\nofficers or (iii) the approval of the First Amendment. Brokers who did not receive instructions from the respective beneficial owners\nwere entitled to vote on the ratification of the appointment of the independent registered public accounting firm."}