8-K
Claros Mortgage Trust, Inc. (CMTG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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 04, 2025 |
|---|
Claros Mortgage Trust, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Maryland | 001-40993 | 47-4074900 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| Mack Real Estate Credit Strategies, L.P.<br><br>60 Columbus Circle<br><br>20th Floor | ||
| New York, New York | 10023 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (212) 484-0050 | ||
| --- |
(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<br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | CMTG | 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.
- Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2025 via live webcast.
- The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below:
Proposal 1: The Company’s stockholders elected the nine nominated directors identified below, each to serve and to hold office for a one-year term until the Company’s next annual meeting of stockholders in 2026 and until their successors have been duly elected and qualified or until their earlier resignation or removal.
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Richard Mack | 90,774,241 | 2,804,569 | 8,571,653 |
| Michael McGillis | 87,821,483 | 5,757,327 | 8,571,653 |
| Steven L. Richman | 90,792,309 | 2,786,501 | 8,571,653 |
| Andrew Silberstein | 88,844,974 | 4,733,836 | 8,571,653 |
| Derrick D. Cephas | 72,257,934 | 21,320,876 | 8,571,653 |
| Mary Haggerty | 90,790,053 | 2,788,757 | 8,571,653 |
| Pamela Liebman | 76,892,109 | 16,686,701 | 8,571,653 |
| Vincent Tese | 75,933,846 | 17,644,964 | 8,571,653 |
| W. Edward Walter III | 90,790,413 | 2,788,397 | 8,571,653 |
Proposal 2: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 102,092,416 | 49,558 | 8,489 | 0 |
Proposal 3: The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 69,191,751 | 24,379,524 | 7,535 | 8,571,653 |
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.
| CLAROS MORTGAGE TRUST, INC. | |||
|---|---|---|---|
| Date: | June 5, 2025 | By: | /s/ J. Michael McGillis |
| J. Michael McGillis<br>Chief Financial Officer, President and Director<br>(Principal Financial and Accounting Officer) |