8-K
STARWOOD PROPERTY TRUST, INC. (STWD)
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):
May 1, 2025
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.) |
|---|---|---|
| 2340 Collins Avenue**, Suite 700**<br><br> <br>Miami Beach**, FL** | 33139 | |
| --- | --- | |
| (Address of principal | (Zip Code) | |
| executive offices) |
Registrant's telephone number, including area code:
(305) 695-5500
(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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement<br> 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 Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common<br> stock, $0.01 par value per share | STWD | New<br> 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 May 1, 2025, Starwood Property Trust, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders: (i) elected the ten (10) persons listed below as directors of the Company, each to serve until the Company’s 2026 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; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2025. 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 | 158,112,067 | 11,047,532 | 94,987,907 | |||
| Jeffrey G. Dishner | 165,955,693 | 3,203,906 | 94,987,907 | |||
| Camille J. Douglas | 159,648,404 | 9,511,195 | 94,987,907 | |||
| Deborah L. Harmon | 165,223,321 | 3,936,278 | 94,987,907 | |||
| Solomon J. Kumin | 165,596,676 | 3,562,923 | 94,987,907 | |||
| Fred Perpall | 167,631,278 | 1,528,321 | 94,987,907 | |||
| Jonathan Pollack | 165,981,963 | 3,177,636 | 94,987,907 | |||
| Fred S. Ridley | 156,580,274 | 12,579,325 | 94,987,907 | |||
| Barry S. Sternlicht | 163,122,031 | 6,037,568 | 94,987,907 | |||
| Strauss Zelnick | 163,501,110 | 5,658,489 | 94,987,907 |
Proposal 2 – Advisory Vote on Executive Compensation
| For | Against | Abstentions | Broker Non-Votes | ||||
|---|---|---|---|---|---|---|---|
| 155,591,507 | 11,854,740 | 1,713,352 | 94,987,907 |
Proposal 3 – Ratification of Appointment of Deloitte &Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Calendar Year Ending December 31, 2025
| For | Against | Abstentions | |||
|---|---|---|---|---|---|
| 260,827,856 | 2,425,534 | 894,116 |
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: May 2, 2025 | STARWOOD PROPERTY TRUST, INC. | |
|---|---|---|
| By: | /s/ Barry Sternlicht | |
| Name: | Barry Sternlicht | |
| Title: | Chief Executive Officer |