8-K

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 22, 2022

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 22, 2022, KKR Real Estate Finance Trust Inc. (the “Company”) held its 2022 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 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
Terrance R. Ahern	34,481,560	8,163,590	8,913,169
Irene M. Esteves	33,912,933	8,732,217	8,913,169
Todd A. Fisher	40,880,092	1,765,058	8,913,169
Jonathan A. Langer	34,481,934	8,163,216	8,913,169
Christen E.J. Lee	40,879,016	1,766,134	8,913,169
Paula Madoff	39,441,870	3,203,280	8,913,169
Deborah H. McAneny	41,513,683	1,131,467	8,913,169
Ralph F. Rosenberg	40,842,489	1,802,661	8,913,169
Matthew A. Salem	42,427,878	217,272	8,913,169

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	Broker Non-Votes
51,125,623	103,620	329,076	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
41,350,115	1,156,378	138,657	8,913,169

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

The holding of an advisory vote on the compensation of the named executive officers of the Company every year was approved on an advisory, non-binding basis.

Every One (1) Year	Every Two (2) Years	Every Three (3) Years	Votes Abstained	Broker Non-Votes
42,320,734	70,836	156,415	97,165	8,913,169

Based on the advisory voting results with respect to the frequency of holding a non-binding, advisory vote on executive compensation, the Board of Directors has determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every year until the next non-binding, advisory stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes.

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 22, 2022

XML

Document and Entity Information	Apr. 22, 2022
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 22, 2022
Entity Registrant Name	KKR Real Estate Finance Trust Inc.
Entity Incorporation, State or Country Code	MD
Entity File Number	001-38082
Entity Tax Identification Number	47-2009094
Entity Address, Address Line One	30 Hudson Yards
Entity Address, Address Line Two	Suite 7500
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10001
City Area Code	212
Local Phone Number	750-8300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001631596
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	KREF
Security Exchange Name	NYSE
6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share [Member]
Entity Listings [Line Items]
Title of 12(b) Security	6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	KREF PRA
Security Exchange Name	NYSE