8-K

STARWOOD PROPERTY TRUST, INC. (STWD)

8-K 2020-08-20 For: 2020-08-18
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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): August 18, 2020

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 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 TradingSymbol(s) Name of each exchange on which registered
Common<br> 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers

On August 18, 2020, the Board of Directors (the “Board”) of Starwood Property Trust, Inc. (the “Company”) increased the size of the Board from seven to eight directors and appointed Frederick Perpall to serve as a member of the Board. Mr. Perpall was also appointed as a member of the Audit Committee and the Investment Committee of the Board.

Mr. Perpall, age 45, is the chief executive officer of The Beck Group, where he leads the firm’s domestic and international architectural design, planning, real estate consultancy and construction businesses. Mr. Perpall currently serves as an independent director of Triumph Bancorp Inc. and as the chairman of the Dallas Citizens Council. Mr. Perpall earned his bachelor’s and master’s degrees from the University of Texas at Arlington and is a graduate of the Harvard Business School’s Advanced Management Program.

As a non-executive director, Mr. Perpall will receive compensation in the same manner as the Company’s other non-executive directors. For a description of the Company’s non-executive director compensation program, see “Non-Employee Director Compensation” in the Company’s Proxy Statement for the 2020 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 20, 2020.

The Company issued a press release on August 20, 2020 announcing the appointment of Mr. Perpall to the Board, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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99.1 Press Release dated August 20, 2020, issued by Starwood Property Trust, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 20, 2020 STARWOOD PROPERTY TRUST, INC.
By: /s/ Andrew J. Sossen
Name: Andrew J. Sossen
Title: Chief Operating Officer and General Counsel

Exhibit99.1

StarwoodProperty Trust Expands Board of Directors with Appointment of Fred Perpall

- Increases Independent Board Membersto Six -

GREENWICH, Conn., August 20, 2020 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) (“the Company”) today announced that the Company has appointed Fred Perpall as an independent director to its Board of Directors. Mr. Perpall will stand for election to the Board at the 2021 annual meeting of shareholders. With the addition of Mr. Perpall, the Board expands to eight members, six of whom are independent.

“We continue to work to expand our Board commensurate with the growth of Starwood’s platform, and we remain committed to strong governance and most importantly, to independent and diverse perspectives. Fred brings deep leadership experience as well as real estate acumen, and we will benefit greatly with his addition to our Board,” commented Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

“In order to ensure our leadership is most effective, we are committed to adding high caliber individuals to serve on our Board. Our Board and executive team will benefit from Fred’s fresh insight as we continue to grow our business and drive long term shareholder value,” stated Richard D. Bronson, Lead Independent Director.

“I am excited to join Starwood Property Trust’s Board. Starwood continues to be a global leader in commercial real estate, residential real estate and infrastructure finance, and I look forward to contributing to the Company’s long term growth,” stated Mr. Perpall.

Fred Perpall is the chief executive officer of The Beck Group, one of the world’s largest integrated design-build firms. Mr. Perpall is a registered architect, and leads the firm’s domestic and international design, planning and construction business. Within the Dallas community, he is Chairman of the Dallas Citizens Council and serves as a Director for Triumph Bancorp. He also serves on the Board of Councilors for The Carter Center, a member of the United States Golf Association Executive Committee, and, most recently, co-chair of Dallas’ COVID-19 Economic Recovery Task Force. Mr. Perpall is also a member of the American Institute of Architects College of Fellows, an alumnus of Harvard Business School’s Advanced Management Program and a former Americas Fellow at The Baker Institute at Rice University. Mr. Perpall received his undergraduate and master’s degrees in Architecture from the University of Texas at Arlington.

About Starwood Property Trust, Inc.

Starwood Property Trust (NYSE: STWD), is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. An affiliate of global private investment firm Starwood Capital Group, the Company has successfully deployed over $63 billion of capital since inception and manages a portfolio of over $17 billion across debt and equity investments. Starwood Property Trust's investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets. Additional information can be found at www.starwoodpropertytrust.com.


Contact:

Zachary Tanenbaum

Starwood Property Trust

Phone: 203-422-7788

Email: ztanenbaum@starwood.com