UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 19, 2019
Blackstone Mortgage Trust, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-14788 | 94-6181186 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
345 Park Avenue, 42nd Floor
New York, New York 10154
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212)655-0220
Not Applicable
(Former Name or Address, if Changed Since Last Report)
Check the appropriate box below if theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 A common stock, par value $0.01 per share | BXMT | 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 Rule12b-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 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 19, 2019, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “Annual Meeting”). A quorum was present at the meeting, as required by the Company’s Fifth Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and brokernon-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 – Election of Directors
The following eight individuals were elected to the Company’s Board of Directors to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
Michael B. Nash | 56,341,594.04 | 4,331,567.00 | 51,772,534.00 | |||||||||
Stephen D. Plavin | 58,967,053.04 | 1,706,108.00 | 51,772,534.00 | |||||||||
Leonard W. Cotton | 59,281,976.04 | 1,391,185.00 | 51,772,534.00 | |||||||||
Thomas E. Dobrowski | 58,236,890.04 | 2,436,271.00 | 51,772,534.00 | |||||||||
Martin L. Edelman | 57,065,964.04 | 3,607,197.00 | 51,772,534.00 | |||||||||
Henry N. Nassau | 43,549,616.04 | 17,123,545.00 | 51,772,534.00 | |||||||||
Jonathan L. Pollack | 24,514,994.04 | 36,158,167.00 | 51,772,534.00 | |||||||||
Lynne B. Sagalyn | 58,202,818.04 | 2,470,343.00 | 51,772,534.00 | |||||||||
Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.
| Votes For | Votes Against | Votes Abstained | ||||||||
| 111,636,803.04 | 531,926.00 | 276,966.00 | ||||||||
Proposal 3 – Advisory Vote on Executive Compensation: To Approve in aNon-binding, Advisory Vote, the Compensation Paid to Our Named Executive Officers
The stockholders approved, on an advisory,non-binding basis, the compensation paid to our named executive officers.
| Votes For | Votes Against | Votes Abstained | Broker Non-Votes | |||||||||||
| 57,390,858.04 | 2,756,480.00 | 525,823.00 | 51,772,534.00 | |||||||||||
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Named Executive Officer Compensation
The stockholders voted, on an advisory,non-binding basis, that future advisory votes to approve the Company’s named executive officer compensation should occur every year.
| One Year | Two Years | Three Years | Votes Abstained | Broker Non-Votes | ||||||||||||||
| 58,035,827.04 | 605,113.00 | 1,524,952.00 | 507,269.00 | 51,772,534.00 | ||||||||||||||
Based on the results of the vote with respect to the frequency of holding anon-binding, advisory vote on named executive officer compensation, and consistent with the Board of Directors’ recommendation, the Board of Directors of the Company has determined that futurenon-binding votes of stockholders to approve the compensation of the named executive officers will be submitted annually to the Company’s stockholders until the nextnon-binding stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for suchnon-binding votes.
SIGNATURES
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.
| BLACKSTONE MORTGAGE TRUST, INC. | ||||||
| Date: June 21, 2019 | ||||||
| By: | /s/ Leon Volchyok | |||||
| Name: | Leon Volchyok | |||||
| Title: | Managing Director, Head of Legal and Compliance and Secretary | |||||
