Form 8-K - Current report

 

 

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): June 13, 2024

 

LUMENT FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

 

Maryland		001-35845		45-4966519
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

230 Park Avenue, 20th Floor

New York, New York 10169

(Address of principal executive offices)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		LFT		New York Stock Exchange
7.875% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share		LFTPrA		New York Stock Exchange

 

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 new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

  

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

The annual meeting of stockholders (the “Annual Meeting”) of Lument Finance Trust, Inc. (the “Company” or “LFT”) was held on June 13, 2024. At the Annual Meeting, LFT stockholders voted to (i) re-elect James P. Flynn, James C. Hunt, Neil A. Cummins, William A. Houlihan, Walter C. Keenan and Marie D. Reynolds to the Board of Directors to serve until the next annual meeting of stockholders or until their respective successors are duly elected, (ii) approve, on an advisory basis, the compensation of the named executive officers of LFT as described in the proxy statement for the Annual Meeting and (iii) ratify the appointment of KPMG, LLP as LFT’s independent registered public accounting firm for the fiscal year ending December 31, 2024.  The voting results with respect to each of these matters is set forth below:

 

1.

The voting results for each of the nominees for director were as follows:

 

Nominee		Shares For		Shares Withheld		Broker Non-Votes
James P. Flynn		33,743,446		667,382		7,992,730
James C. Hunt		33,741,752		669,076		7,992,730
Neil A. Cummins		32,733,255		1,677,573		7,992,730
William A. Houlihan		33,305,582		1,105,246		7,992,730
Walter C. Keenan		33,285,782		1,125,046		7,992,730
Marie D. Reynolds		33,631,167		779,661		7,992,730

 

2.

The voting results of the proposal to approve, on an advisory basis, the compensation of the named executive officers of LFT, as described in the proxy statement for the Annual Meeting, were as follows:

 

Shares For		Shares Against		Abstentions		Broker Non-Votes
32,236,171		1,839,070		335,587		7,992,730

 

3.

The voting results of the proposal to ratify the appointment of KPMG, LLP as LFT’s independent registered public accounting firm for the fiscal year ending December 31, 2024, were as follows:

 

Shares For		Shares Against		Abstentions		Broker Non-Votes
41,800,343		488,110		115,105		N/A

 

Item 7.01

Regulation FD Disclosure.

 

On June 13, 2024, LFT issued a press release announcing the declaration of a cash dividend of $0.08 per share of common stock, as further described in the dividend press release. LFT also announced a cash dividend of $0.4921875 per share of 7.875% Cumulative Redeemable Series A Preferred Stock, as further described in the dividend press release. A copy of the dividend press release is furnished herewith as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing

 

Item 9.01

Exhibits.

 

(d)       Exhibits.

 

	99.1	Press Release of Lument Finance Trust, Inc., dated June 13, 2024.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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.

 

	LUMENT Finance Trust, Inc.
Date: June 13, 2024	By:	/s/ James A. Briggs
		James A. Briggs
		Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Lument Finance Trust, Inc. Announces Quarterly Common Stock Dividend Increase

 

New York, NY, June 13, 2024/PRNewswire – Lument Finance Trust, Inc. (NYSE: LFT) (“LFT” or the “Company”) announced the declaration of a cash dividend of $0.08 per share of common stock with respect to the second quarter of 2024, which represents a 14% increase over the first quarter of 2024 dividend of $0.07 per share. The dividend is payable on July 15, 2024, to common stockholders of record as of the close of business on June 28, 2024.

 

The Company also announced the declaration of a cash dividend of $0.4921875 per share of 7.875% Cumulative Redeemable Series A Preferred Stock. The dividend is payable on July 15, 2024, to preferred stockholders of record as of the close of business July 1, 2024.

 

About LFT

 

LFT is a Maryland corporation focused on investing in, financing and managing a portfolio of commercial real estate debt investments.  The Company primarily invests in transitional floating rate commercial mortgage loans with an emphasis on middle-market multi-family assets. LFT is externally managed and advised by Lument Investment Management, LLC, a Delaware limited liability company.

 

Additional Information and Where to Find It

 

Investors, security holders and other interested persons may find additional information regarding the Company at the SEC’s Internet site at http://www.sec.gov/ or the Company website www.lumentfinancetrust.com or by directing requests to: Lument Finance Trust, 230 Park Avenue, 20th Floor, New York, NY 10169, Attention: Investor Relations.

 

Forward Looking Statements

Certain statements included in this press release constitute forward-looking statements intended to qualify for the safe harbor contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act, as amended. Forward-looking statements are subject to risks and uncertainties. You can identify forward-looking statements by use of words such as "believe," "expect," "anticipate," "project," "estimate," "plan," "continue," "intend," "should," "may," "will," "seek," "would," "could," or similar expressions or other comparable terms, or by discussions of strategy, plans or intentions. Forward-looking statements are based on the Company's beliefs, assumptions and expectations of its future performance, taking into account all information currently available to the Company on the date of this press release or the date on which such statements are first made. Actual results may differ from expectations, estimates and projections. You are cautioned not to place undue reliance on forward-looking statements in this press release and should consider carefully the factors described in Part I, Item IA "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, which is available on the SEC’s website at www.sec.gov, and in other current or periodic filings with the SEC, when evaluating these forward-looking statements. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond the Company's control.  Except as required by applicable law, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

Investor Relations Contact:

James Briggs

Chief Financial Officer

[phone]

[e-mail]

 

Media Contact:

Tyler Howard

Associate Director

[phone]

[e-mail]

 

 

 

Cover	Jun. 13, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 13, 2024
Entity File Number	001-35845
Entity Registrant Name	LUMENT FINANCE TRUST, INC.
Entity Central Index Key	0001547546
Entity Tax Identification Number	45-4966519
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	230 Park Avenue
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10169
City Area Code	212
Local Phone Number	317-5700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	LFT
Security Exchange Name	NYSE
Redeemable Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.875% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
Trading Symbol	LFTPrA
Security Exchange Name	NYSE

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