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BrightSpire (NYSE: BRSP) investors approve 10M-share equity incentive plan expansion

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BrightSpire Capital, Inc. reported the results of its 2026 annual meeting of stockholders. Stockholders approved a second amendment to the 2022 Equity Incentive Plan to add 10,000,000 shares of Class A common stock for awards and to set a cash-denominated limit on non-employee director awards.

Five directors were re-elected to serve until the 2027 annual meeting. Stockholders approved, on an advisory basis, executive compensation as of December 31, 2025 and ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Additional plan shares 10,000,000 shares Increase in shares available under 2022 Equity Incentive Plan
Say-on-pay support 70,586,111 for Advisory executive compensation vote
Say-on-pay opposition 1,074,080 against Advisory executive compensation vote
Auditor ratification for votes 99,105,085 for Ratification of Deloitte & Touche LLP for FY 2026
Equity plan amendment for votes 69,904,109 for Approval of second amendment to 2022 Equity Incentive Plan
Director vote example 71,813,777 for Votes for director Michael J. Mazzei
2022 Equity Incentive Plan financial
"approved a second amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan, as heretofore amended"
non-employee directors financial
"to clarify and provide a cash-denominated limit on awards to non-employee directors in any calendar year"
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"Broker Non-Votes 69,904,109 | | 1,994,996 | | 484,307 | | 27,416,261"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory, non-binding basis regulatory
"approved (on an advisory, non-binding basis) the compensation of the Company’s named executive officers"
Understanding 8-K Material Events →
0001717547false00017175472026-05-132026-05-13

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): May 13, 2026
 
BrightSpire Capital, Inc.
(Exact name of registrant as specified in its charter)
 
Maryland001-3837738-4046290
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)
 
590 Madison Avenue, 33rd Floor
New York, NY 10022
(Address of Principal Executive Offices, Including Zip Code)

Registrant’s telephone number, including area code: (212) 547-2631

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 l4a-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
Class A common stock, par value $0.01 per shareBRSPNew 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 5.02.            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2026, BrightSpire Capital, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”), at which the Company’s stockholders approved a second amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan, as heretofore amended (the “2022 Equity Incentive Plan” and such second amendment, the “2022 Plan Amendment”) to increase the total number of shares of Class A common stock of the Company available for issuance under the 2022 Equity Incentive Plan by 10,000,000 shares and to clarify and provide a cash-denominated limit on awards to non-employee directors in any calendar year. A description of the material terms of the 2022 Plan Amendment set forth in Proposal 4 contained in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2026 (the “Proxy Statement”). The Company’s Board of Directors (the “Board”), upon recommendation of the Compensation Committee of the Board, previously approved the 2022 Plan Amendment, subject to such stockholder approval.
The foregoing description of certain terms of the 2022 Plan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan Amendment, which is filed as Exhibit 10.1 to the Company's Current Report on Form 8-K on May 13, 2026.
Item 5.07.            Submission of Matters to a Vote of Security Holders.
At 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. 
Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:

Proposal 1 — Election of Directors
The 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:

Nominee
 
For
 
Withheld

Abstentions

Broker Non-Votes
Catherine D. Rice
 
69,647,368
 
2,539,050

196,994

27,416,261
Kim S. Diamond

71,129,995

1,063,966

189,451

27,416,261
Catherine Long

69,672,485

2,511,208

199,719

27,416,261
Vernon B. Schwartz
 
71,606,343
 
595,533

181,536

27,416,261
Michael J. Mazzei
 
71,813,777
 
387,361

182,274

27,416,261









Proposal 2 — Approval (on an advisory, non-binding basis) of Executive Compensation
The 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:
For
 
Against
 
Abstentions
 
Broker Non-Votes
70,586,111
 
1,074,080
 
723,221
 
27,416,261




Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
The 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:
For
 
Against
 
Abstentions
99,105,085
 
262,229
 
432,359

Proposal 4 — Approval of a Second Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan
The Company’s stockholders approved the second amendment to the 2022 Equity Incentive Plan by the following vote:

For
 
Against
 
Abstentions
 
Broker Non-Votes
69,904,109
 
1,994,996
 
484,307
 
27,416,261

Item 9.01.            Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being furnished herewith to this Current Report on Form 8-K.
Exhibit No.
Description
10.1
Second Amendment to the BrightSpire Capital, Inc. 2022 Equity Incentive Plan, effective as of May 13, 2026
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 13, 2026BRIGHTSPIRE CAPITAL, INC.
By:
/s/ David A. Palamé
David A. Palamé
General Counsel and Secretary











Source: View Original Filing on SEC EDGAR

FAQ

What did BrightSpire Capital (BRSP) stockholders approve at the 2026 annual meeting?

Stockholders approved all four proposals, including re-electing five directors, an advisory say-on-pay vote, ratification of Deloitte & Touche LLP as auditor for 2026, and a second amendment to the 2022 Equity Incentive Plan adding 10,000,000 eligible shares.

How many additional shares were authorized under BrightSpire Capital’s 2022 Equity Incentive Plan?

The second amendment to BrightSpire Capital’s 2022 Equity Incentive Plan authorizes an additional 10,000,000 shares of Class A common stock for issuance. These shares may be used for equity awards granted under the amended plan, including to employees and eligible participants.

Were BrightSpire Capital’s executive compensation practices approved by stockholders?

Yes. Stockholders approved, on an advisory and non-binding basis, the compensation of BrightSpire Capital’s named executive officers as of December 31, 2025. The vote followed disclosure in the company’s Compensation Discussion and Analysis and related executive compensation tables.

Who was ratified as BrightSpire Capital’s independent auditor for 2026?

Stockholders ratified Deloitte & Touche LLP as BrightSpire Capital’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received strong support, with substantially more votes cast for than against this proposal at the annual meeting.

How did BrightSpire Capital stockholders vote on the amended 2022 Equity Incentive Plan?

For the second amendment to the 2022 Equity Incentive Plan, stockholders cast 69,904,109 votes for, 1,994,996 against, and 484,307 abstentions, with 27,416,261 broker non-votes. This vote approved adding 10,000,000 eligible shares and clarifying non-employee director award limits.

Were BrightSpire Capital’s directors re-elected at the 2026 annual meeting?

Yes. Five nominees, including Catherine D. Rice and Michael J. Mazzei, were re-elected as directors to serve until the 2027 annual meeting. Each nominee received substantially more votes for than withheld, along with reported broker non-votes on the election proposals.

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