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): April 21, 2023
KKR Real Estate Finance Trust Inc.
(Exact name of registrant as specified in its charter)
Maryland
| | 001-38082
| | 47-2009094
|
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | 30 Hudson Yards, Suite 7500 | | | |
| | New York, New York | | 10001
| |
| | (Address of principal executive offices) | | (Zip Code) | |
Registrant’s telephone number, including area code: (212) 750-8300
Not Applicable
(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:
| ☐ | 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 |
Common stock, par value $0.01 per share
| | KREF
| | New York Stock Exchange
|
6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
| | KREF PRA
| | 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 ☐
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 April 21, 2023, KKR Real Estate Finance Trust Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). A quorum was present at the meeting, as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, the number of votes withheld and abstained, and the number of broker non-votes with respect to each matter voted upon by stockholders, as applicable.
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 |
| Terrance R. Ahern | 39,509,023 | | 7,699,778 | | 10,970,613 |
| Irene M. Esteves | 37,738,341 | | 9,470,460 | | 10,970,613 |
| Jonathan A. Langer | 39,504,848 | | 7,703,953 | | 10,970,613 |
| Christen E.J. Lee | 40,938,669 | | 6,270,132 | | 10,970,613 |
| Paula Madoff | 42,693,293 | | 4,515,508 | | 10,970,613 |
| Deborah H. McAneny | 46,753,394 | | 455,407 | | 10,970,613 |
| Ralph F. Rosenberg | 43,716,945 | | 3,491,856 | | 10,970,613 |
| Matthew A. Salem | 46,617,354 | | 591,447 | | 10,970,613 |
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, 2023
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 57,742,329 | | 121,524 | | 315,561 | | N/A |
Proposal 3 – Advisory Vote on Executive Compensation
The compensation of the named executive officers of the Company was approved on an advisory, non-binding basis.
Votes For | | Votes Against | | Votes Abstained | | Broker Non-Votes |
| 45,472,631 | | 1,561,265 | | 174,905 | | 10,970,613 |
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.
| | KKR REAL ESTATE FINANCE TRUST INC. |
| | | |
| | By: | /s/ Vincent J. Napolitano |
| | | Name: | Vincent J. Napolitano |
| | | Title: | General Counsel and Secretary |
| | | | |
| Date: April 27, 2023 | | | |
