ACRE 8-K
Ares Commercial Real Estate Corp (ACRE)
8-K
2025-05-28
For: 2025-05-27
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 27, 2025
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code (212 ) 750-7300
(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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o
Item 5.07 Submission of Matters to a Vote Security Holders.
On May 27, 2025, Ares Commercial Real Estate Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting and the Company’s stockholders: (i) elected the three Class I directors named below; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (iii) approved on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and (iv) approved, on a non-binding, advisory basis, every year as the frequency with which future stockholder advisory votes on the compensation of the Company’s named executive officers will be held. The final voting results from the Annual Meeting were as follows:
(1) A proposal to elect three Class I directors to serve until the Company’s 2028 annual meeting of stockholders, and until their successors have been duly elected and qualify.
VOTES FOR | VOTES WITHHELD | BROKER NON-VOTES | |||||||||
William L. Browning | 20,489,772 | 1,438,366 | 17,620,714 | ||||||||
Edmond N. Moriarty, III | 16,170,769 | 5,757,369 | 17,620,714 | ||||||||
Rebecca J. Parekh | 18,280,529 | 3,647,609 | 17,620,714 | ||||||||
(2) A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | ||||||
| 38,545,563 | 767,405 | 235,884 | ||||||
(3) A proposal for the non-binding, advisory vote to approve the compensation of the Company’s named executive officers.
VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||
| 19,652,363 | 1,929,540 | 346,235 | 17,620,714 | ||||||||
(4) A proposal to approve, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of the Company’s named executive officers will be held.
ONE YEAR | TWO YEARS | THREE YEARS | VOTES ABSTAINED | BROKER NON-VOTES | ||||||||||
| 20,599,674 | 243,302 | 347,506 | 737,656 | 17,620,714 | ||||||||||
The Company has decided to include a stockholder vote on Say on Pay in its proxy materials every year, consistent with the stockholders’ advisory vote, until the next required advisory vote on the frequency of future advisory votes on executive compensation. In accordance with the rules and regulations of the Securities and Exchange Commission, the Company is required to hold an advisory vote on the frequency of future advisory votes at least once every six years.
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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.
| ARES COMMERCIAL REAL ESTATE CORPORATION | |||||||||||
| Date: | May 28, 2025 | /s/ Anton Feingold | |||||||||
| Name: | Anton Feingold | ||||||||||
| Title: | General Counsel, Vice President and Secretary | ||||||||||
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