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 2, 2013
Starwood Property Trust, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
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001-34436 |
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27-0247747 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
591 West Putnam Avenue Greenwich, CT |
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06830 |
(Address of principal |
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(Zip Code) |
executive offices) |
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Registrants telephone number,
including area code:
(203) 422-7700
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule lea-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 2, 2013, Starwood Property Trust, Inc. (the Company) held its 2013 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the stockholders of the Company approved amendments to the Starwood Property Trust, Inc. Manager Equity Plan (the Manager Equity Plan) and the Starwood Property Trust, Inc. Equity Plan (the Equity Plan and, together with the Manager Equity Plan, the Plans) to (i) increase the number of authorized shares available under the Plans for awards granted on or after January 1, 2013 to 6,000,000 shares of the Companys common stock, par value $.01 per share (Common Stock); (ii) clarify the prohibitions on the repricing of stock options and stock appreciation rights; and (iii) remove the restriction that no more than an aggregate of 50,000 shares of Common Stock may be subject to awards granted to the Companys chief financial officer and/or chief compliance officer. The amendments to the Plans were approved by the Companys Board of Directors and adopted by the Company on March 27, 2013. The Plans will expire on August 11, 2019.
The foregoing summary of the amendments to the Plans are qualified in their entirety by reference to the full text of the amendments, which are filed as Exhibits 10.1 and 10.2 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Companys stockholders (i) elected the persons listed below to serve as directors of the Company for a term expiring at the Companys 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) approved, on an advisory basis, the compensation of the Companys named executive officers as described in the Companys proxy statement for the Annual Meeting; (iii) ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the year ending December 31, 2013; and (iv) approved amendments to the Companys Manager Equity Plan and Equity Plan as described in Item 5.02 above. Set forth below are the voting results for each of these proposals:
Proposal 1 Election of Directors
Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Richard D. Bronson |
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99,546,783.6 |
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1,212,607.9 |
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21,194,062.5 |
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Jeffrey F. DiModica |
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100,124,291.0 |
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653,100.5 |
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21,194,062.5 |
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Jeffrey G. Dishner |
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82,593,373.0 |
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18,184,018.5 |
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21,194,062.5 |
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Camille J. Douglas |
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99,570,693.0 |
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1,206,698.5 |
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21,194,062.5 |
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Boyd W. Fellows |
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97,382,054.0 |
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3,395,337.5 |
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21,194,062.5 |
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Barry S. Sternlicht |
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97,315,840.5 |
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3,462,051.0 |
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21,193,562.5 |
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Strauss Zelnick |
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99,097,394.5 |
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1,679,997.0 |
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21,194,062.5 |
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Proposal 2 Advisory Vote on Executive Compensation
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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99,971,927.9 |
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519,097.1 |
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286,362.5 |
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21,194,066.5 |
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Proposal 3 Ratification of Appointment of Deloitte & Touche LLP as the Companys Independent Registered Public Accounting Firm for the Year Ending December 31, 2013
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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121,547,540.4 |
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126,966.5 |
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296,946.1 |
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0 |
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Proposal 4 Approval of Amendments to the Companys Manager Equity Plan and Equity Plan
For |
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Against |
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Abstentions |
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Broker Non-Votes |
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83,854,738.9 |
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16,613,783.1 |
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308,864.5 |
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21,194,067.5 |
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Item 9.01 Financial Statements and Exhibits
Exhibit Number |
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Description |
10.1 |
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First Amendment to the Starwood Property Trust, Inc. Manager Equity Plan |
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10.2 |
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First Amendment to the Starwood Property Trust, Inc. Equity Plan |
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.
Dated: May 6, 2013 |
STARWOOD PROPERTY TRUST, INC. | |
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By: |
/s/ Andrew J. Sossen |
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Name: |
Andrew J. Sossen |
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Title: |
Authorized Signatory |
Exhibit 10.1
FIRST AMENDMENT TO THE
STARWOOD PROPERTY TRUST, INC.
MANAGER EQUITY PLAN
WHEREAS, Starwood Property Trust, Inc. (the Company) maintains the Starwood Property Trust, Inc. Manager Equity Plan (the Plan);
WHEREAS, pursuant to Section 9(d) of the Plan, the Board of Directors (the Board) of the Company may amend the Plan; and
WHEREAS, the Board finds it desirable and in the best interests of the Company and its shareholders to amend the Plan to (i) increase the number of shares (Shares) of the Companys common stock reserved for the grant of awards under the Plan from 3,112,500 Shares to 6,000,000 Shares; and (ii) clarify the prohibitions on the repricing of stock options and stock appreciation rights.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective as of March 26, 2013, the Plan hereby is amended as follows:
1. The last sentence of the second paragraph of Section 3 of the Plan hereby is amended in its entirety to read as follows:
Notwithstanding any provision of the Plan or any Award Agreement to the contrary, except as provided in the second paragraph of Section 5, neither the Board nor the Committee shall, without obtaining the approval of the Companys stockholders, (i) reduce the purchase or base price of any previously granted Option or SAR, (ii) cancel any previously granted Option or SAR in exchange for another Option or SAR with a lower purchase or base price or (iii) cancel any previously granted Option or SAR in exchange for cash or another award if the purchase or base price of such Option or SAR exceeds the Fair Market Value of a share of Stock on the date of such cancellation, in each case other than in connection with a Change of Control.
2. Subject to obtaining the approval of the Companys shareholders, the first sentence of the first paragraph of Section 5 of the Plan hereby is amended in its entirety to read as follows:
The maximum number of shares of Stock reserved for the grant of Awards under the Plan on or after January 1, 2013 shall be equal to 6,000,000, less any shares of common stock issued or subject to awards granted under the Companys Equity Plan on or after January 1, 2013, subject to adjustment as provided herein.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed this 27th day of March, 2013.
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STARWOOD PROPERTY TRUST, INC. | |
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By: |
/s/ Andrew J. Sossen |
Exhibit 10.2
FIRST AMENDMENT TO THE
STARWOOD PROPERTY TRUST, INC.
EQUITY PLAN
WHEREAS, Starwood Property Trust, Inc. (the Company) maintains the Starwood Property Trust, Inc. Equity Plan (the Plan);
WHEREAS, pursuant to Section 9(d) of the Plan, the Board of Directors (the Board) of the Company may amend the Plan; and
WHEREAS, the Board finds it desirable and in the best interests of the Company and its shareholders to amend the Plan to (i) increase the number of shares (Shares) of the Companys common stock reserved for the grant of awards under the Plan from 3,112,500 Shares to 6,000,000 Shares; (ii) clarify the prohibitions on the repricing of stock options and stock appreciation rights; and (iii) remove the restriction that no more than an aggregate of 50,000 Shares may be subject to awards granted to the Companys chief financial officer and/or chief compliance officer.
NOW, THEREFORE, IT IS HEREBY RESOLVED, that, effective as of March 26, 2013, the Plan hereby is amended as follows:
1. The last sentence of the second paragraph of Section 3 of the Plan hereby is amended in its entirety to read as follows:
Notwithstanding any provision of the Plan or any Award Agreement to the contrary, except as provided in the second paragraph of Section 5, neither the Board nor the Committee shall, without obtaining the approval of the Companys stockholders, (i) reduce the purchase or base price of any previously granted Option or SAR, (ii) cancel any previously granted Option or SAR in exchange for another Option or SAR with a lower purchase or base price or (iii) cancel any previously granted Option or SAR in exchange for cash or another award if the purchase or base price of such Option or SAR exceeds the Fair Market Value of a share of Stock on the date of such cancellation, in each case other than in connection with a Change of Control.
2. Subject to obtaining the approval of the Companys shareholders, the first sentence of the first paragraph of Section 5 of the Plan hereby is amended in its entirety to read as follows:
The maximum number of shares of Stock reserved for the grant of Awards under the Plan on or after January 1, 2013 shall be equal to 6,000,000, less any shares of common stock issued or subject to awards granted under the Companys Manager Equity Plan on or after January 1, 2013, subject to adjustment as provided herein.
3. The second sentence of the first paragraph of Section 5 of the Plan hereby is deleted in its entirety.
IN WITNESS WHEREOF, the Company has caused this amendment to be executed this 27th day of March, 2013.
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STARWOOD PROPERTY TRUST, INC. | |
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By: |
/s/ Andrew J. Sossen |