KKR Real Estate Finance Trust Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 25, 2025

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

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As indicated below, at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of KKR Real Estate Finance Trust Inc. (the “Company”), the Company’s stockholders approved the KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan (the “Omnibus Incentive Plan”).

 

The material features of the Omnibus Incentive Plan are described in Proposal No. 4 of the Company’s Definitive Proxy Statement on Schedule 14A, dated March 14, 2025, which description is incorporated herein by reference. The description of the Omnibus Incentive Plan incorporated herein by reference is qualified in its entirety by the text of the Omnibus Incentive Plan, a copy of which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on April 30, 2025, and incorporated herein by reference.

On April 25, 2025, the Company held its 2025 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 eight 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.

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, 2025

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.

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.

Proposal 4 - Approval of the KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
45,540,270		923,288		205,801		8,890,881

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		KKR Real Estate Finance Trust Inc. 2025 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on April 30, 2025).
104		Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)

	KKR REAL ESTATE FINANCE TRUST INC.
	By:	/s/ Kelly Galligan
		Name:	Kelly Galligan
		Title:	General Counsel and Secretary
Date: May 1, 2025