8-K: Chicago Atlantic Shareholders Elect Directors, Ratify Auditor at Annual Meeting

Chicago Atlantic Real Estate Finance, Inc. announced the results of its Annual Meeting of Shareholders held on June 13, 2025, where seven directors were elected and BDO USA, P.C. was ratified as the independent auditor.

Summary

• Shareholders elected seven members to the board of directors, each to serve until the 2026 annual meeting of shareholders.
• The voting results for the director elections were as follows:
• John Mazarakis: 7,539,827 For, 1,063,174 Withheld, 5,480,592 Broker Non-Votes.
• Anthony Cappell: 8,523,019 For, 79,982 Withheld, 5,480,592 Broker Non-Votes.
• Peter Sack: 8,522,848 For, 80,153 Withheld, 5,480,592 Broker Non-Votes.
• Jason Papastavrou: 4,982,432 For, 3,620,569 Withheld, 5,480,592 Broker Non-Votes.
• Elizabeth Stavola: 8,542,086 For, 60,915 Withheld, 5,480,592 Broker Non-Votes.
• Brandon Konigsberg: 6,876,316 For, 1,726,685 Withheld, 5,480,592 Broker Non-Votes.
• Michael L. Steiner: 6,881,842 For, 1,721,159 Withheld, 5,480,592 Broker Non-Votes.
• Shareholders ratified the appointment of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, with 13,948,564 For, 35,836 Against, and 99,193 Abstain votes.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of the annual shareholder meeting, including the election of all proposed directors and the ratification of the independent auditor, indicating stable corporate governance. However, one director, Jason Papastavrou, received a notably high percentage of 'Withheld' votes (approximately 42.1% of votes cast excluding broker non-votes), suggesting less robust shareholder support compared to other elected directors.

Positives

• All seven nominated directors were successfully elected to the board, ensuring continuity in leadership.
• The appointment of BDO USA, P.C. as the independent registered public accounting firm was overwhelmingly ratified by shareholders, demonstrating strong confidence in the company's financial oversight.

Negatives

• Jason Papastavrou received a significantly higher percentage of 'Withheld' votes (3,620,569) compared to 'For' votes (4,982,432) among the elected directors, representing approximately 42.1% of votes cast (excluding broker non-votes), indicating less robust shareholder support for his election than for other directors.

Industry Context

This filing represents a standard corporate governance update, detailing the outcomes of the annual shareholder meeting. Such disclosures are routine for publicly traded companies and reflect compliance with regulatory requirements regarding shareholder voting on board composition and auditor appointments.

Corporate Governance

Stakeholder Impact

• Shareholders: Exercised their voting rights to elect directors and ratify the independent auditor, directly influencing corporate governance.
• Board of Directors: The elected individuals are confirmed in their roles, maintaining leadership continuity.
• BDO USA, P.C.: Confirmed as the independent auditor for the fiscal year ending December 31, 2025, securing their role in the company's financial oversight.

Next Steps

• The elected directors will serve until the 2026 annual meeting of shareholders.
• BDO USA, P.C. will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

Chicago Atlantic Real Estate Finance, REFI, Annual Meeting, Shareholder Vote, Board Election, Auditor Ratification, Corporate Governance, SEC Filing, 8-K