SEC Form 8-K filed by Apollo Commercial Real Estate Finance Inc

 

 

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): June 7, 2024

 

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

 

 

Maryland		001-34452		27-0467113
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

c/o Apollo Global Management, Inc.
9 West 57th Street, 42nd Floor
New York, New York		10019
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3200

n/a

(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 class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		ARI		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.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) was held on June 7, 2024, at which 114,101,572 shares of the Company’s common stock were represented in person or by proxy representing approximately 80.8% of the issued and outstanding shares of the Company’s common stock entitled to vote.

At the Annual Meeting, the Company’s stockholders: (i) elected the nine directors named below for a term expiring in 2025; (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 an advisory basis, the compensation of the Company’s named executive officers; and (iv) approved the Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan. The proposals are described in detail in the Company’s 2024 Proxy Statement. The final results for the votes regarding each proposal are set forth below.

(i) The voting results with respect to the election of each director were as follows:

 

Name		Votes For				Votes Withheld				Broker Non-Votes
Mark C. Biderman			84,847,424				1,939,000				27,315,147
Pamela G. Carlton			66,855,663				19,930,761				27,315,147
Brenna Haysom			85,390,767				1,395,657				27,315,147
Robert A. Kasdin			76,788,345				9,998,079				27,315,147
Katherine G. Newman			78,529,827				8,256,597				27,315,147
Scott S. Prince			85,073,797				1,712,627				27,315,147
Stuart A. Rothstein			68,989,169				17,797,255				27,315,147
Michael E. Salvati			76,698,669				10,087,755				27,315,147
Carmencita N.M. Whonder			78,114,653				8,671,771				27,315,147

(ii) The voting results with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
112,985,456		808,059		308,055		—

(iii) The voting results with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
81,802,546		4,303,187		680,690		27,315,147

(iv) The voting results with respect to the approval of the Apollo Commercial Real Estate Finance, Inc. 2024 Equity Incentive Plan were as follows:

 

Votes For		Votes Against		Abstain		Broker Non-Votes
82,665,041		3,351,887		769,495		27,315,147

 

SIGNATURES

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.

 

Date: June 12, 2024