8-K
TPG RE Finance Trust, Inc. (TRTX)
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): May 14, 2024
TPG RE Finance Trust, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Maryland | 001-38156 | 36-4796967 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
888 Seventh Avenue, 35^th^ Floor, New York, New York 10106
(Address of Principal Executive Offices) (Zip Code)
(212) 601-4700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | TRTX | New York Stock Exchange |
| 6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share | TRTX PRC | 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 May 14, 2024, TPG RE Finance Trust, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the eight persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2025 and until his or her successor is duly elected and qualifies; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and (iv) approved, on a non-binding, advisory basis, a frequency of every year for future non-binding, advisory votes on the compensation of the Company’s named executive officers. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:
Proposal 1 – Election of Directors
| Votes For | Votes Withheld | Broker Non-<br>Votes | |
|---|---|---|---|
| Avi Banyasz | 51,417,558 | 2,202,115 | 11,646,343 |
| Doug Bouquard | 52,747,411 | 872,262 | 11,646,343 |
| Julie Hong | 49,577,637 | 4,042,036 | 11,646,343 |
| Michael Gillmore | 52,546,508 | 1,073,165 | 11,646,343 |
| Todd Schuster | 52,605,940 | 1,013,733 | 11,646,343 |
| Wendy Silverstein | 52,624,404 | 995,269 | 11,646,343 |
| Bradley Smith | 50,511,615 | 3,108,058 | 11,646,343 |
| Gregory White | 52,710,232 | 909,441 | 11,646,343 |
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2024
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 60,121,444 | 5,079,011 | 65,561 |
Proposal 3 – Advisory Vote on Executive Compensation
| Votes For | Votes Against | Abstentions | Broker Non-<br>Votes |
|---|---|---|---|
| 52,284,373 | 1,213,181 | 122,119 | 11,646,343 |
Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation
| Every Year | Every Two Years | Every Three Years | Abstentions | Broker Non-<br>Votes |
|---|---|---|---|---|
| 53,397,599 | 33,791 | 97,382 | 90,901 | 11,646,343 |
In light of the stockholders’ recommendation that future non-binding, advisory votes on the compensation of the Company’s named executive officers be held every year, which was consistent with the recommendation of the Board of Directors, the Board of Directors has decided that the Company will hold future non-binding, advisory votes on the compensation of the Company’s named executive officers every year.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 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.
| TPG RE FINANCE TRUST, INC. | |
|---|---|
| By: | /s/ Robert Foley |
| Name: | Robert Foley |
| Title: | Chief Financial Officer |
Date: May 15, 2024