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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code:
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 |
Name of each exchange on which registered | ||
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 23, 2023, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting, as required by the Company’s Seventh 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 ten 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 |
62,554,989 | 4,748,988 | 57,447,337 | |||
| Katharine A. Keenan |
65,452,698 | 1,851,279 | 57,447,337 | |||
| Leonard W. Cotton |
66,081,493 | 1,222,484 | 57,447,337 | |||
| Thomas E. Dobrowski |
64,538,227 | 2,765,750 | 57,447,337 | |||
| Timothy Johnson |
63,182,482 | 4,121,495 | 57,447,337 | |||
| Nnenna Lynch |
65,658,544 | 1,645,433 | 57,447,337 | |||
| Henry N. Nassau |
59,357,496 | 7,946,481 | 57,447,337 | |||
| Gilda Perez-Alvarado |
65,076,124 | 2,227,853 | 57,447,337 | |||
| Jonathan L. Pollack |
62,977,731 | 4,326,246 | 57,447,337 | |||
| Lynne B. Sagalyn |
63,601,623 | 3,702,354 | 57,447,337 |
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 |
Votes | ||
| 123,374,802 | 1,060,141 | 316,371 |
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 | |||
| 62,826,192 | 3,880,676 | 597,109 | 57,447,337 |
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 26, 2023 | ||||||
| By: | /s/ Leon Volchyok | |||||
| Name: | Leon Volchyok | |||||
| Title: | Chief Legal Officer and Secretary | |||||
Document and Entity Information |
Jun. 23, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001061630 |
| Document Type | 8-K |
| Document Period End Date | Jun. 23, 2023 |
| Entity Registrant Name | Blackstone Mortgage Trust, Inc. |
| Entity Incorporation State Country Code | MD |
| Entity File Number | 1-14788 |
| Entity Tax Identification Number | 94-6181186 |
| Entity Address, Address Line One | 345 Park Avenue |
| Entity Address, Address Line Two | 24th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10154 |
| City Area Code | (212) |
| Local Phone Number | 655-0220 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.01 per share |
| Trading Symbol | BXMT |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |
-8?20$3;8T.P6BP^0"X99K>]9!:G