Rithm Capital Corp. 8-K

What Happened

• Rithm Capital Corp. announced that at its May 21, 2026 Annual Meeting stockholders approved the First Amendment to the Rithm Capital Corp. 2023 Omnibus Incentive Plan, increasing the shares reserved for issuance by 35,000,000 to 69,240,000 (subject to one-share reductions for awards granted April 1, 2026–meeting date). The First Amendment had been previously approved by the Board and is filed as Exhibit 10.1 to the company’s 8-K.
• Stockholders also elected two Class I directors and ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026; they adopted the company’s advisory “say-on-pay” proposal.

Key Details

• Incentive plan: +35,000,000 shares, new reserve 69,240,000 shares (less one share per award granted on/after April 1, 2026 and prior to the meeting).
• Director elections (terms through 2029): David Saltzman — For: 200,196,253; Withheld: 28,197,137; Broker non-votes: 146,946,021. William D. Addas — For: 219,162,505; Withheld: 9,230,885; Broker non-votes: 146,946,021.
• Auditor ratification: Ernst & Young LLP — For: 368,163,966; Against: 3,268,629; Abstentions: 3,906,816.
• Advisory say-on-pay: For: 191,163,402; Against: 32,850,187; Abstentions: 4,379,801; Broker non-votes: 146,946,021.
• Broker non-votes: Brokers holding shares in “street name” did not vote on the director elections, say-on-pay or the incentive-plan amendment where they lacked client instructions, but could vote on auditor ratification under NYSE rules.

Why It Matters

• The share increase expands the pool available for equity awards to executives, directors and employees, which can lead to future share issuances and potential dilution — investors should note the size of the increase (35 million shares) relative to the company’s outstanding shares.
• Re-election of the two Class I directors and ratification of the auditor indicate continuity in governance and audit oversight; the advisory approval of executive pay signals majority shareholder support for current compensation policies (non-binding).