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): June 16, 2016

 

 

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))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2016, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan (the “2016 Stock Incentive Plan”) and the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan (the “2016 Manager Plan”). The 2016 Stock Incentive Plan and the 2016 Manager Plan became effective as of the date of such stockholder approval.

The material features of the 2016 Stock Incentive Plan are described in the Company’s definitive proxy statement for the Annual Meeting filed on April 21, 2016 (the “Proxy Statement”) in the section entitled “Proposal 3 – Approval of Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan”, which is incorporated herein by reference as Exhibit 99.1. Such description is qualified in its entirety by reference to the 2016 Stock Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The material features of the 2016 Manager Plan are described in the Company’s Proxy Statement in the section entitled “Proposal 4 – Approval of Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan”, which is incorporated herein by reference as Exhibit 99.2. Such description is qualified in its entirety by reference to the 2016 Manager Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2016, the Company held its Annual Meeting. A quorum was present at the meeting, as required by the Company’s Fourth 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    60,358,531    2,510,523    22,218,066
Stephen D. Plavin    60,391,685    2,477,369    22,218,066
Leonard W. Cotton    61,701,047    1,168,007    22,218,066
Thomas E. Dobrowski    61,174,125    1,694,929    22,218,066
Martin L. Edelman    54,779,712    8,089,342    22,218,066
Henry N. Nassau    54,789,970    8,079,084    22,218,066
Jonathan L. Pollack    55,122,542    7,746,512    22,218,066
Lynne B. Sagalyn    61,208,615    1,660,439    22,218,066

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, 2016

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016, was ratified.

 

Votes

For

 

Votes

Against

 

Votes

Abstained

84,726,778

  141,621   218,721
   
   


Proposal 3 – Approval of the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan

The Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan was approved.

 

Votes

For

 

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

60,795,717   1,764,599   308,738   22,218,066
             
             

Proposal 4– Approval the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan

The Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan was approved.

 

Votes

For

 

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

60,704,081   1,840,955   324,018   22,218,066
             
             

Proposal 5 – 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

40,444,369

  21,956,913   467,772   22,218,066
     
     

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

  

Description

10.1    Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan
10.2    Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan
99.1    The section entitled “Proposal 3 – Approval of Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan”, of the Company’s definitive Proxy Statement on Schedule 14A filed by the Company on April 21, 2016 is incorporated herein by reference
99.2    The section entitled “Proposal 4 – Approval of Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan”, of the Company’s definitive Proxy Statement on Schedule 14A filed by the Company on April 21, 2016 is incorporated herein by reference


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 17, 2016      
    By:  

/s/ Leon Volchyok

    Name:   Leon Volchyok
    Title:   Head of Legal and Compliance and Secretary