UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2022, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Blackstone Mortgage Trust, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) and the Blackstone Mortgage Trust, Inc. Manager Incentive Plan (the “Manager Incentive Plan”). The Stock Incentive Plan and the Manager Incentive Plan each became effective as of the date of such stockholder approval.
The material features of the Stock Incentive Plan are described in the Company’s definitive proxy statement for the Annual Meeting filed on April 29, 2022 (the “Proxy Statement”) in the section entitled “Proposal 4 – Approval of the Blackstone Mortgage Trust, Inc. Stock Incentive Plan”, which is incorporated herein by reference as Exhibit 99.1. Such description is qualified in its entirety by reference to the Stock Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
The material features of the Manager Incentive Plan are described in the Company’s Proxy Statement in the section entitled “Proposal 5 – Approval of the Blackstone Mortgage Trust, Inc. Manager Incentive Plan”, which is incorporated herein by reference as Exhibit 99.2. Such description is qualified in its entirety by reference to the Manager Incentive Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 16, 2022, the Company held its 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 broker non-votes, with respect to each matter voted upon by the stockholders.
Proposal 1 – Election of Directors
The following nine 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 |
74,954,276 | 5,674,231 | 51,852,800 | |||||||||
| Katharine A. Keenan |
78,625,776 | 2,002,731 | 51,852,800 | |||||||||
| Leonard W. Cotton |
78,920,868 | 1,707,639 | 51,852,800 | |||||||||
| Thomas E. Dobrowski |
74,861,583 | 5,766,924 | 51,852,800 | |||||||||
| Martin L. Edelman |
75,038,514 | 5,589,993 | 51,852,800 | |||||||||
| Nnenna Lynch |
78,992,228 | 1,636,279 | 51,852,800 | |||||||||
| Henry N. Nassau |
68,766,170 | 11,862,337 | 51,852,800 | |||||||||
| Jonathan L. Pollack |
75,378,432 | 5,250,075 | 51,852,800 | |||||||||
| Lynne B. Sagalyn |
74,774,728 | 5,853,779 | 51,852,800 | |||||||||
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, 2022
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.
| Votes For |
Votes Against |
Votes Abstained | ||
| 131,691,175 | 481,731 | 308,401 |
Proposal 3 – Advisory Vote on Executive Compensation: To Approve in a Non-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 | |||
| 77,210,367 |
2,927,075 | 491,065 | 51,852,800 |
Proposal 4 – Approval of the Blackstone Mortgage Trust, Inc. Stock Incentive Plan
The Blackstone Mortgage Trust, Inc. Stock Incentive Plan was approved.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 78,608,400 | 1,534,773 | 485,334 | 51,852,800 |
Proposal 5 – Approval of the Blackstone Mortgage Trust, Inc. Manager Incentive Plan
The Blackstone Mortgage Trust, Inc. Manager Incentive Plan was approved.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 78,477,305 | 1,629,139 | 522,063 | 51,852,800 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
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 17, 2022 | ||||||
| By: | /s/ Leon Volchyok | |||||
| Name: | Leon Volchyok | |||||
| Title: | Chief Legal Officer and Secretary | |||||