Form 8-K KKR Real Estate Finance For: Apr 22
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): April 22, 2022
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (212 ) 750-8300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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.
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On April 22, 2022, KKR Real Estate Finance Trust Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). A
quorum was present at the meeting, as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, the number of votes withheld and abstained, and the number of broker
non-votes with respect to each matter voted upon by stockholders, as applicable.
Proposal 1 – Election of Directors
The following nine individuals were elected to the Company’s Board of Directors to serve as directors until the next annual meeting of stockholders and until their
successors have been duly elected and qualified.
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Votes
For
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Votes Withheld
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Broker
Non-Votes
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Terrance R. Ahern
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34,481,560
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8,163,590
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8,913,169
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Irene M. Esteves
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33,912,933
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8,732,217
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8,913,169
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Todd A. Fisher
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40,880,092
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1,765,058
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8,913,169
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Jonathan A. Langer
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34,481,934
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8,163,216
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8,913,169
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Christen E.J. Lee
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40,879,016
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1,766,134
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8,913,169
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Paula Madoff
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39,441,870
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3,203,280
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8,913,169
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Deborah H. McAneny
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41,513,683
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1,131,467
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8,913,169
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Ralph F. Rosenberg
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40,842,489
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1,802,661
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8,913,169
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Matthew A. Salem
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42,427,878
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217,272
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8,913,169
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Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal
Year Ending December 31, 2022
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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51,125,623
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103,620
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329,076
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N/A
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Proposal 3 – Advisory Vote on Executive Compensation
The compensation of the named executive officers of the Company was approved on an advisory, non-binding basis.
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Votes
For
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Votes
Against
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Votes
Abstained
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Broker
Non-Votes
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41,350,115
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1,156,378
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138,657
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8,913,169
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Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The holding of an advisory vote on the compensation of the named executive officers of the Company every year was approved on an advisory, non-binding basis.
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Every One (1)
Year
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Every Two (2)
Years
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Every Three (3)
Years
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Votes
Abstained
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Broker
Non-Votes
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42,320,734
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70,836
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156,415
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97,165
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8,913,169
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Based on the advisory voting results with respect to the frequency of holding a non-binding, advisory vote on executive compensation, the Board of Directors has
determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every year until the next non-binding, advisory stockholder vote on the frequency of stockholder
votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes.
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.
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KKR REAL ESTATE FINANCE TRUST INC.
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By:
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/s/ Vincent J. Napolitano
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Name:
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Vincent J. Napolitano
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Title:
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General Counsel and Secretary
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Date: April 22, 2022
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