UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.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 Event Reported): May 23, 2018
TPG RE Finance Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | |
| Maryland | | 001-38156 | | 36-4796967 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
888 Seventh Avenue, 35th Floor, New York, New York 10106
(Address of Principal Executive Offices) (Zip Code)
(212)601-4700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former 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)) |
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) orRule 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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 23, 2018, TPG RE Finance Trust, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the seven persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2019 and until his or her successor is duly elected and qualifies; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018; (iii) approved, on anon-binding, advisory basis, the compensation of the Company’s named executive officers; and (iv) recommended, on anon-binding, advisory basis, that futurenon-binding, advisory votes on the compensation of the Company’s named executive officers occur every year. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:
Proposal 1 – Election of Directors
| | | | | | | | | | | | |
| | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Avi Banyasz | | | 32,991,399 | | | | 534,825 | | | | 1,008,056 | |
Greta Guggenheim | | | 33,439,024 | | | | 87,200 | | | | 1,008,056 | |
Kelvin Davis | | | 33,150,137 | | | | 376,087 | | | | 1,008,056 | |
Michael Gillmore | | | 33,432,442 | | | | 93,782 | | | | 1,008,056 | |
Wendy Silverstein | | | 33,210,984 | | | | 315,240 | | | | 1,008,056 | |
Bradley Smith | | | 33,428,871 | | | | 97,353 | | | | 1,008,056 | |
Gregory White | | | 33,455,092 | | | | 71,132 | | | | 1,008,056 | |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
| | | | |
| Votes For | | Votes Against | | Abstentions |
| 34,413,528 | | 114,915 | | 5,837 |
Proposal 3 – Advisory Vote on Executive Compensation
| | | | | | |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 30,433,115 | | 2,616,883 | | 476,226 | | 1,008,056 |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
| | | | | | | | |
| Every Year | | Every Two Years | | Every Three Years | | Abstentions | | Broker Non-Votes |
| 33,469,398 | | 18,798 | | 13,514 | | 24,514 | | 1,008,056 |
In light of the stockholders’ recommendation that futurenon-binding, advisory votes on the compensation of the Company’s named executive officers be held every year, which was consistent with the recommendation of the Board of Directors, the Board of Directors has decided that the Company will hold futurenon-binding, advisory votes on the compensation of the Company’s named executive officers every year.
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.
| | |
| TPG RE FINANCE TRUST, INC. |
| |
| By: | | /s/ Robert Foley |
| Name: | | Robert Foley |
| Title: | | Chief Financial and Risk Officer |
Date: May 24, 2018
