UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 18, 2023, Starwood Property Trust, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders: (i) elected the nine persons listed below as directors of the Company, each to serve until the Company’s 2024 annual meeting of shareholders and until his or her successor is duly elected and qualified; (ii) approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s definitive proxy statement; (iii) approved, on an advisory basis, the frequency of holding the advisory vote on the Company’s executive compensation each year; and (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2023. Set forth below are the voting results for each of the proposals voted upon by the Company’s shareholders at the Annual Meeting:
Proposal 1 – Election of Directors
| Nominee | For | Withheld | Broker Non-Votes | |||
| Richard D. Bronson | 138,878,968 | 4,651,202 | 93,634,903 | |||
| Jeffrey G. Dishner | 140,928,321 | 2,601,849 | 93,634,903 | |||
| Camille J. Douglas | 139,840,725 | 3,689,445 | 93,634,903 | |||
| Deborah L. Harmon | 142,091,023 | 1,439,147 | 93,634,903 | |||
| Solomon J. Kumin | 141,000,594 | 2,529,576 | 93,634,903 | |||
| Fred Perpall | 142,027,745 | 1,502,425 | 93,634,903 | |||
| Fred S. Ridley | 133,279,884 | 10,250,286 | 93,634,903 | |||
| Barry S. Sternlicht | 137,249,581 | 6,280,589 | 93,634,903 | |||
| Strauss Zelnick | 139,005,607 | 4,524,563 | 93,634,903 |
Proposal 2 – Advisory Vote on Executive Compensation
| For | Against | Abstentions | Broker Non-Votes | |||
| 137,200,354 | 4,977,159 | 1,352,657 | 93,634,903 |
Proposal 3 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 139,947,600 | 1,240,621 | 1,488,812 | 853,137 | 93,634,903 |
Based on the voting results of Proposal 3 described above, and consistent with the Board of Directors’ recommendation, the Company will hold future advisory votes each year until the next required advisory vote on the frequency of the advisory vote on executive compensation, which will occur no later than the Company’s 2029 Annual Meeting of Stockholders.
Proposal 4 – Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Calendar Year Ending December 31, 2023
| For | Against | Abstentions | Broker Non-Votes | |||
| 234,991,066 | 1,401,488 | 772,519 | - |
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 19, 2023 | STARWOOD PROPERTY TRUST, INC. | |
| By: | /s/ Barry Sternlicht | |
| Name: | Barry Sternlicht | |
| Title: | Chief Executive Officer | |