UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, DCD.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~~Earliest ~~event~~Event ~~reported~~Reported): September ~~August 14~~25, 2019

NorthStar Realty Europe Corp.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Maryland(State or other jurisdiction of incorporation) 001-37597(Commission File Number) 32-0468861(I.R.S. Employer Identification No.)





Maryland	001-37597	32-0468861
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)

590 Madison Ave, 34th Floor, New York, NY		10022
590 Madison Avenue, 34th Floor, New York, NY		10022
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

(212) 547-2600

(Registrant’s telephone number, including area code)

N/A

(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:

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 (see General Instruction A.2. below):



¨	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
Class common stock, par value $0.01 per share	NRE	New York Stock Exchange
Common stock, par value $0.01 per share	NRE	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 x

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. x

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

On ~~(a)~~ September 25, 2019, NorthStar Realty Europe Corp. (the “Company”), ~~held~~a ~~its~~Maryland ~~2019~~corporation, ~~Annual~~held ~~Meeting~~a ofspecial ~~Stockholders~~meeting onof ~~August~~its ~~14,~~stockholders ~~2019~~ (the “Special Meeting”)~~. At~~ ~~the~~to ~~close~~vote ~~of business~~ on ~~June 18, 2019,~~ the ~~record~~proposed ~~date~~merger ~~for~~of the ~~Meeting,~~Company ~~there~~and ~~were~~a ~~50,289,846~~subsidiary ~~shares~~ of ~~the~~AXA ~~Company’s~~Investment ~~common~~Managers ~~stock~~– ~~outstanding~~Real ~~and~~Assets ~~entitled~~identified toin ~~vote. Holders~~the ofdefinitive ~~39,644,494~~proxy ~~shares~~statement ofthat ~~common~~it ~~stock,~~filed ~~representing~~with athe ~~like~~U.S. ~~number~~Securities ofand ~~votes,~~Exchange ~~were~~Commission ~~present~~on atAugust ~~the Meeting~~14, ~~either in person or by proxy~~2019.

As of the close of business on August 12, 2019, the record date for the Special Meeting, there were 50,289,245 shares of the Company’s common stock, $0.01 par value per share (bthe “Common Stock”), ~~Matters~~outstanding ~~voted~~and ~~upon~~entitled byto ~~stockholders~~vote. Holders of 36,311,673 shares of Common Stock, representing a like number of votes and approximately 72.2% of the shares of Common Stock outstanding and entitled to vote on the record date, were present at the Special Meeting, ~~were:~~either in person or by proxy.

~~Proposal 1.~~ At the Special Meeting, stockholders of the ~~following~~Company ~~individuals~~approved ~~were~~the ~~elected~~proposal to approve the merger of the Company’s ~~Board~~with and into Nighthawk Merger Sub LLC (“Merger Sub”), a wholly-owned subsidiary of ~~Directors~~CoRE PANEURO 2019 13 S.à.r.l. (“Parent”), ~~each~~with toMerger ~~serve~~Sub ~~until~~surviving the ~~2020~~merger, ~~annual~~pursuant ~~meeting~~to the terms of ~~stockholders~~the Agreement and ~~until~~Plan ~~his~~of orMerger, ~~her~~dated ~~successor~~July 3, 2019, isamong ~~duly~~Parent, ~~elected~~Merger Sub, the Company, NorthStar Realty Europe Limited Partnership and ~~qualified~~Nighthawk Partnership Merger Sub LLC, byas it may be amended from time to time in accordance with its terms (the ~~following~~“Merger ~~vote:~~Proposal”). The number of votes cast for or against, as well as abstentions, with respect to the Merger Proposal, is set out below.

Director Nominees	For	Withheld	Abstained	Broker Non-Vote
FOR	AGAINST	ABSTAIN	BROKER NON-VOTES
Thomas J. Barrack, Jr.	31,332,408	3,427,892	0	4,884,194
36,069,161	120,935	121,577	0
Mahbod Nia	34,082,301	677,999	0	4,884,194
Mario Chisholm	34,119,764	640,536	0	4,884,194
Judith A. Hannaway	34,091,461	668,839	0	4,884,194
Dianne Hurley	34,121,424	638,876	0	4,884,194
Oscar Junquera	34,002,621	757,679	0	4,884,194
Wesley D. Minami	34,089,519	670,781	0	4,884,194

~~Proposal~~Item 28. At01. ~~the~~Other ~~Meeting,~~Events. stockholders ratified the appointment of PricewaterhouseCoopers, Société coopérative as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following vote:

For		Against		Abstained		Broker Non-Vote
39,018,237		552,822		73,435		0

On September 25, 2019, the Company issued a press release announcing the results of the stockholder vote at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number	Description
99.1	Press Release issued by NorthStar Realty Europe Corp., dated September 25, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NorthStar Realty Europe Corp.(Registrant)
	NORTHSTAR REALTY EUROPE CORP.
Date: August 14, 2019	By:	/s/ Trevor K. Ross
	By:	/s/ Trevor K. Ross
		Trevor K. RossExecutive Vice President, General Counsel and Secretary
		Name:	Trevor K. Ross
		Title:	Executive Vice President, General Counsel and Secretary
Date: September 25, 2019

EXHIBIT INDEX



Exhibit Number	Description
99.1	Press Release issued by NorthStar Realty Europe Corp., dated September 25, 2019

Filing Compare · NorthStar Realty Europe Corp.