8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2022-04-29 For: 2022-04-28
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Added on April 06, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 28, 2022

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland<br><br>(State or other jurisdiction of<br><br> incorporation) 001-34436<br><br>(Commission File Number) 27-0247747<br><br>(IRS Employer Identification No.)
591 West Putnam Avenue<br>Greenwich, CT 06830
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(Address of principal<br> executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(203) 422-7700

(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<br>the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class TradingSymbol(s) Name of each exchange on which registered
Common stock, $0.01 par value per share STWD 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 28, 2022, Starwood Property Trust, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders: (i) elected the eight persons listed below as directors of the Company, each to serve until the Company’s 2022 annual meeting of shareholders and until his or her successor is duly elected and qualified; (ii) approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s definitive proxy statement; (iii) approved the Starwood Property Trust, Inc. Employee Stock Purchase Plan; (iv) approved the Starwood Property Trust, Inc. 2022 Manager Equity Plan; (v) approved the Starwood Property Trust, Inc. 2022 Equity Plan; and (vi) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2022. Set forth below are the voting results for each of the proposals voted upon by the Company’s shareholders at the Annual Meeting:

Proposal 1 – Election of Directors

Nominee For Withheld Broker Non-<br><br>Votes
Richard D. Bronson 143,576,965 11,627,683 84,905,348
Jeffrey G. Dishner 150,076,774 5,127,874 84,905,348
Camille J. Douglas 145,948,697 9,255,951 84,905,348
Solomon J. Kumin 149,227,021 5,977,627 84,905,348
Fred Perpall 151,318,378 3,886,270 84,905,348
Fred S. Ridley 145,016,632 10,188,016 84,905,348
Barry S. Sternlicht 140,910,067 14,294,581 84,905,348
Strauss Zelnick 129,940,205 25,264,443 84,905,348

Proposal 2 – Advisory Vote on Executive Compensation

For Against Abstentions Broker Non-Votes
135,026,688 18,569,188 1,608,772 84,905,348

Proposal 3 – Approval of the Starwood Property Trust, Inc.Employee Stock Purchase Plan

For Against Abstentions Broker Non-Votes
152,386,694 1,893,494 924,460 84,905,348

Proposal 4 – Approval of the Starwood Property Trust, Inc.2022 Manager Equity Plan

For Against Abstentions Broker Non-Votes
146,987,742 6,785,777 1,431,129 84,905,348

Proposal 5 – Approval of the Starwood Property Trust, Inc.2022 Equity Plan

For Against Abstentions Broker Non-Votes
147,284,721 6,525,277 1,394,650 84,905,348

Proposal 6 – Ratification of Appointment of Deloitte &Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Calendar Year Ending December 31, 2022

For Against Abstentions Broker Non-Votes
237,152,910 1,757,035 1,200,051 -


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.

Dated:  April 29, 2022 STARWOOD PROPERTY TRUST, INC.
By: /s/ Andrew J. Sossen
Name: Andrew J. Sossen
Title: Chief Operating Officer and General Counsel