Granite Point Mortgage Trust (NYSE: GPMT) revises director pay mix and clears 2026 shareholder votes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Granite Point Mortgage Trust Inc. updated its director compensation policy and reported outcomes from its 2026 annual stockholder meeting. Independent directors will now receive an annual cash retainer of $100,000 ($160,000 for the Chair), plus a restricted stock unit award of $50,000 ($80,000 for the Chair) and a long-term cash award of $50,000 ($80,000 for the Chair) each Board term.

Previously, directors received the same cash retainer and an RSU award of $100,000 ($160,000 for the Chair) with no long-term cash award. The Board rebalanced pay to split the equity portion between RSUs and cash to limit dilution from director equity grants. At the 2026 annual meeting, all seven director nominees were elected, stockholders approved the advisory vote on executive compensation, and ratified Ernst & Young LLP as independent registered public accounting firm.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

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.

Key Figures

Independent director cash retainer: $100,000 per year Chair cash retainer: $160,000 per year Independent director RSU award: $50,000 +5 more

8 metrics

Independent director cash retainer $100,000 per year Annual cash retainer for independent directors under revised policy

Chair cash retainer $160,000 per year Annual cash retainer for Board Chair under revised policy

Independent director RSU award $50,000 RSU grant at start of each Board term, one-year vesting

Independent director long-term cash award $50,000 Long-term cash award each Board term, one-year vesting term

Shares outstanding 47,919,625 shares Common stock outstanding and entitled to vote as of April 6, 2026

Shares represented at meeting 34,123,267 shares Shares present in person or by proxy at 2026 annual meeting

Say-on-pay votes For 17,500,001 shares Votes supporting advisory executive compensation resolution

Auditor ratification votes For 33,290,665 shares Votes in favor of ratifying Ernst & Young LLP for 2026

Key Terms

restricted stock unit, long-term cash award, Broker Non-Votes, independent registered public accounting firm, +1 more

5 terms

restricted stock unit financial

"a restricted stock unit (“RSU”) award worth $50,000 ($80,000 for the Chair)"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

long-term cash award financial

"and a long-term cash award of $50,000 ($80,000 for the Chair)"

Broker Non-Votes financial

"Abstain ... Broker Non-Votes"

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.

independent registered public accounting firm financial

"independent registered public accounting firm for the 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.

advisory resolution on the Company’s executive compensation financial

"Stockholders approved the advisory resolution on the Company’s executive compensation"

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Understanding 8-K Material Events →

Available on EDGAR 06/05/2026 - 04:16 PM Accepted by SEC EDGAR 06/05/2026 - 04:15 PM

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 4, 2026

Granite Point Mortgage Trust Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-38124		61-1843143
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3 Bryant Park, Suite 2400A

New York,           NY 10036

(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (212) 364-5500

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, par value $0.01 per share	GPMT	NYSE
7.00% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share	GPMTPrA	NYSE

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 June 4, 2026, the Board of Directors (the “Board”) of Granite Point Mortgage Trust Inc. (the “Company”) adopted a revised Director Compensation Policy (the “Policy”), effective immediately. The Policy provides for cash and equity compensation to be paid to members of the Board for their service on the Board and its committees. Under the Policy as revised, directors who are independent under the listing standards of the New York Stock Exchange will receive an annual cash retainer of $100,000 ($160,000 for the Chair), paid quarterly in arrears; a restricted stock unit (“RSU”) award worth $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting period; and a long-term cash award of $50,000 ($80,000 for the Chair) at the beginning of each Board term, with a one-year vesting term. The Policy provides for the payment of additional amounts in cash retainers and RSUs for the Chairs and other members of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Under the predecessor version of the Policy, the directors had received the annual cash retainer as detailed above plus an RSU award worth $100,000 ($160,000 for the Chair) at the beginning of the Board term, but no long-term cash award. The Board decided to split the RSU portion of Board pay equally between RSUs and a long-term cash award in the revised Policy to limit the dilutive effect of the equity grants to directors. No other material changes were included in the June 4, 2026, revisions. The foregoing description of the Policy is qualified in its entirety by the terms of the Policy, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2026, for the purpose of: (i) electing seven directors to serve on the Board until the 2027 Annual Meeting of Stockholders; (ii) approving on an advisory basis the compensation of the Company’s named executive officers; and (iii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

On April 6, 2026, the record date for the Annual Meeting, there were 47,919,625 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. There were 34,123,267 shares represented in person or by proxy at the Annual Meeting, constituting a quorum for the transaction of business.

Proposal 1 — Election of Directors

Each of the seven director nominees proposed by the Board was elected to serve as a director until the Company’s 2027 Annual Meeting of Stockholders, or until his or her successor is duly elected and qualified. The voting results for each director nominee were as follows:

Nominee	For		Against		Abstain		Broker Non-Votes
Tanuja M. Dehne		18,154,513		1,588,603		1,322,250		13,057,901
Patrick G. Halter		19,172,126		1,591,607		301,633		13,057,901
Stephen G. Kasnet		18,055,156		1,705,297		1,304,913		13,057,901
Sheila K. McGrath		19,195,496		1,618,761		251,109		13,057,901
Lazar Nikolic		19,223,834		1,594,838		246,694		13,057,901
John A. Taylor		19,238,468		1,593,103		233,795		13,057,901
Hope B. Woodhouse		18,010,372		1,738,012		1,316,982		13,057,901

Proposal 2 — Approval of Advisory Vote on Executive Compensation

Stockholders approved the advisory resolution on the Company’s executive compensation. The proposal received the following final voting results:

For		Against		Abstain		Broker Non-Votes
17,500,001		2,152,885		1,412,480		13,057,901

Proposal 3 — Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The proposal received the following final voting results:

For		Against		Abstain
33,290,665		395,844		436,758

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Director Compensation Policy

104		Cover Page Interactive Data File, formatted in Inline XBRL

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.

Date: June 5, 2026

GRANITE POINT MORTGAGE TRUST INC.

	By:	/s/ MICHAEL J. KARBER
		Michael J. Karber
		General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

How did Granite Point Mortgage Trust Inc. (GPMT) change its director compensation?

Granite Point revised director pay to balance equity and cash. Independent directors now receive a $100,000 annual cash retainer plus $50,000 in RSUs and a $50,000 long-term cash award each Board term, with higher amounts for the Chair, to reduce dilution from equity grants.

What was the previous director compensation structure at Granite Point Mortgage Trust Inc. (GPMT)?

Previously, independent directors received the same annual cash retainer but a $100,000 RSU award, or $160,000 for the Chair, and no long-term cash award. The new policy replaces half of that RSU value with a long-term cash component while keeping total value similar.

Were all Granite Point Mortgage Trust Inc. (GPMT) director nominees elected in 2026?

Yes, all seven Board nominees were elected to serve until the 2027 annual meeting. Each candidate received more votes "For" than "Against," with support levels generally around 18–19 million votes in favor and over 13 million broker non-votes recorded for each nominee.

Did Granite Point Mortgage Trust Inc. (GPMT) stockholders approve executive compensation in 2026?

Stockholders approved the advisory resolution on executive compensation. The vote totaled 17,500,001 shares "For," 2,152,885 "Against," and 1,412,480 "Abstain," with 13,057,901 broker non-votes, indicating majority support for the company’s named executive officer pay program that year.

Which auditor did Granite Point Mortgage Trust Inc. (GPMT) stockholders ratify for 2026?

Stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The proposal received 33,290,665 votes "For," 395,844 "Against," and 436,758 "Abstain," reflecting strong overall support for continuing with Ernst & Young.

How many Granite Point Mortgage Trust Inc. (GPMT) shares were eligible and present at the 2026 annual meeting?

On the April 6, 2026 record date, 47,919,625 common shares were outstanding and entitled to vote. At the June 4, 2026 meeting, 34,123,267 shares were represented in person or by proxy, which constituted a quorum sufficient to conduct the scheduled business.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 29.0 KB