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    Ares Commercial Real Estate Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    5/28/25 4:39:26 PM ET
    $ACRE
    Real Estate Investment Trusts
    Real Estate
    Get the next $ACRE alert in real time by email
    acre-20250527
    False000152937700015293772025-05-272025-05-27

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, DC 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 27, 2025
    ACRE logo.jpg
    ARES COMMERCIAL REAL ESTATE CORPORATION
    (Exact Name of Registrant as Specified in Charter)
     
    Maryland 001-35517 45-3148087
    (State or Other Jurisdiction
    of Incorporation)
     (Commission
    File Number)
     (IRS Employer
    Identification No.)
     
    245 Park Avenue, 42nd Floor,New York,NY10167
    (Address of Principal Executive Offices)(Zip Code)
     
    Registrant’s telephone number, including area code (212) 750-7300
     
    (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 (see General Instruction A.2. below):
     
    ☐ 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 classTrading Symbol(s)Name of each exchange on which registered
    Common Stock, $0.01 par value per shareACRENew York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in 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. o






    Item 5.07 Submission of Matters to a Vote Security Holders.

    On May 27, 2025, Ares Commercial Real Estate Corporation (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting and the Company’s stockholders: (i) elected the three Class I directors named below; (ii) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (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, every year as the frequency with which future stockholder advisory votes on the compensation of the Company’s named executive officers will be held. The final voting results from the Annual Meeting were as follows:

    (1) A proposal to elect three Class I directors to serve until the Company’s 2028 annual meeting of stockholders, and until their successors have been duly elected and qualify.
    VOTES FOR
    VOTES WITHHELD
    BROKER NON-VOTES
    William L. Browning
    20,489,7721,438,36617,620,714
    Edmond N. Moriarty, III
    16,170,7695,757,36917,620,714
    Rebecca J. Parekh
    18,280,5293,647,60917,620,714


    (2) A proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
    VOTES FOR
    VOTES AGAINST
    VOTES ABSTAINED
    38,545,563767,405235,884


    (3) A proposal for the non-binding, advisory vote to approve the compensation of the Company’s named executive officers.
    VOTES FOR
    VOTES AGAINST
    VOTES ABSTAINED
    BROKER NON-VOTES
    19,652,3631,929,540346,23517,620,714


    (4) A proposal to approve, on a non-binding, advisory basis, the frequency with which future stockholder advisory votes on the compensation of the Company’s named executive officers will be held.
    ONE YEAR
    TWO YEARS
    THREE YEARS
    VOTES ABSTAINED
    BROKER NON-VOTES
    20,599,674243,302347,506737,65617,620,714

    The Company has decided to include a stockholder vote on Say on Pay in its proxy materials every year, consistent with the stockholders’ advisory vote, until the next required advisory vote on the frequency of future advisory votes on executive compensation. In accordance with the rules and regulations of the Securities and Exchange Commission, the Company is required to hold an advisory vote on the frequency of future advisory votes at least once every six years.






    2




    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.
     
      ARES COMMERCIAL REAL ESTATE CORPORATION
       
    Date: May 28, 2025/s/ Anton Feingold
     Name:Anton Feingold
     Title:General Counsel, Vice President and Secretary
        



    3
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