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): June 19, 2019

 

 

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-14788   94-6181186

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue, 42nd Floor

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or 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

Class A common stock, par value $0.01 per share   BXMT   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 June 19, 2019, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2019 annual meeting of stockholders (the “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 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
 

Michael B. Nash

     56,341,594.04        4,331,567.00        51,772,534.00  

Stephen D. Plavin

     58,967,053.04        1,706,108.00        51,772,534.00  

Leonard W. Cotton

     59,281,976.04        1,391,185.00        51,772,534.00  

Thomas E. Dobrowski

     58,236,890.04        2,436,271.00        51,772,534.00  

Martin L. Edelman

     57,065,964.04        3,607,197.00        51,772,534.00  

Henry N. Nassau

     43,549,616.04        17,123,545.00        51,772,534.00  

Jonathan L. Pollack

     24,514,994.04        36,158,167.00        51,772,534.00  

Lynne B. Sagalyn

     58,202,818.04        2,470,343.00        51,772,534.00  

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, 2019

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified.

 

Votes
For
     Votes
Against
     Votes
Abstained
 
  111,636,803.04        531,926.00        276,966.00  

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
 
  57,390,858.04        2,756,480.00        525,823.00        51,772,534.00  

Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Named Executive Officer Compensation

The stockholders voted, on an advisory, non-binding basis, that future advisory votes to approve the Company’s named executive officer compensation should occur every year.

 

One Year      Two Years      Three Years      Votes
Abstained
     Broker
Non-Votes
 
  58,035,827.04        605,113.00        1,524,952.00        507,269.00        51,772,534.00  

Based on the results of the vote with respect to the frequency of holding a non-binding, advisory vote on named executive officer compensation, and consistent with the Board of Directors’ recommendation, the Board of Directors of the Company has determined that future non-binding votes of stockholders to approve the compensation of the named executive officers will be submitted annually to the Company’s stockholders until the next non-binding 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 votes.


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 21, 2019      
    By:   /s/ Leon Volchyok
    Name:   Leon Volchyok
    Title:  

Managing Director, Head of Legal

and Compliance and Secretary