UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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 25, 2023

Rithm Capital Corp.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

Registrant’s telephone number, including area code (212) 850-7770

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 (see General Instruction A.2. below):

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

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. ☐

At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), held May 25, 2023, the stockholders of Rithm Capital Corp. (the “Company”) voted on the matters described below.

Director Nominee		Votes For		Votes Withheld		Broker Non-Votes*
David Saltzman		192,724,382		20,631,452		134,631,109

2.

The Company’s stockholders approved the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The numbers of shares that voted for, against and abstained from voting for or against the ratification of the selection of Ernst & Young LLP are summarized in the table below.

Votes For		Votes Against		Abstentions		Broker Non-Votes*
194,516,066		15,794,668		3,045,100		134,631,109

No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.

The Company has decided, going forward, to include an advisory stockholder vote on the compensation of the Company’s named executive officers every year, consistent with the recommendation to the stockholders of the Company’s Board of Directors.

* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the New York Stock Exchange (the “NYSE”) rules from voting on a particular matter. Under the NYSE rules, when a broker holding shares in “street name” does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were not entitled to vote on (i) the election of one director, (ii) the approval (on a non-binding advisory basis) of the compensation of the Company’s named executive officers, (iii) the frequency (on a non-binding advisory basis) of an advisory vote on the compensation of the Company’s named executive officers or (iv) the approval of the Rithm Capital Corp. 2023 Omnibus Incentive Plan. Brokers who did not received instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File — the cover page XBRL tags are 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.