8-K
Apollo Commercial Real Estate Finance, Inc. (ARI)
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 6, 2023
Apollo Commercial Real Estate Finance, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-34452 | 27-0467113 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| c/o Apollo Global Management, Inc. | ||
| --- | --- | |
| 9 West 57th Street, 42nd Floor | ||
| New York, New York | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (212) 515-3200
n/a
(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):
| ☐ | 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<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, $0.01 par value | ARI | 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. |
|---|
The Annual Meeting of Stockholders (the “Annual Meeting”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) was held on June 6, 2023, at which 113,017,951 shares of the Company’s common stock were represented in person or by proxy representing approximately 80.0% of the issued and outstanding shares of the Company’s common stock entitled to vote.
At the Annual Meeting, the Company’s stockholders: (i) elected the ten directors named below for a term expiring in 2024; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers; and (iv) approved, on an advisory basis, a frequency of one year for future stockholder advisory votes on the compensation of the Company’s named executive officers. The proposals are described in detail in the Company’s 2022 Proxy Statement. The final results for the votes regarding each proposal are set forth below.
(i) The voting results with respect to the election of each director were as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
|---|---|---|---|---|---|---|
| Mark C. Biderman | 81,237,587 | 1,867,524 | 29,912,841 | |||
| Pamela G. Carlton | 65,591,413 | 17,513,698 | 29,912,841 | |||
| Brenna Haysom | 81,932,965 | 1,172,145 | 29,912,841 | |||
| Robert A. Kasdin | 69,760,641 | 13,344,470 | 29,912,841 | |||
| Katherine G. Newman | 77,283,020 | 5,822,090 | 29,912,841 | |||
| Eric L. Press | 76,451,520 | 6,653,590 | 29,912,841 | |||
| Scott S. Prince | 81,904,116 | 1,200,994 | 29,912,841 | |||
| Stuart A. Rothstein | 81,275,074 | 1,830,036 | 29,912,841 | |||
| Michael E. Salvati | 69,186,456 | 13,918,655 | 29,912,841 | |||
| Carmencita N.M. Whonder | 73,217,421 | 9,887,689 | 29,912,841 |
(ii) The voting results with respect to the 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 were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 111,622,113 | 762,533 | 633,305 | — |
(iii) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:
| Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 79,537,367 | 2,894,125 | 673,618 | 29,912,841 |
(iv) The voting results with respect to the approval, on an advisory basis, of the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers were as follows:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 80,980,314 | 333,297 | 1,236,067 | 555,431 | 29,912,841 |
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.
| Apollo Commercial Real Estate Finance, Inc. | |
|---|---|
| By: | /s/ Stuart A. Rothstein |
| Name: | Stuart A. Rothstein |
| Title: | President and Chief Executive Officer |
Date: June 8, 2023