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