TPG RE Finance Trust Inc. filed SEC Form 8-K: Leadership Update
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the TPG RE Finance Trust, Inc. (the “Company”) 2025 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Company’s 2025 Equity Incentive Plan (as amended from time to time, the “2025 Equity Incentive Plan”), which had previously been approved by the Board of Directors of the Company, subject to stockholder approval at the Annual Meeting. As a result, the 2025 Equity Incentive Plan became effective on May 20, 2025. No further awards will be granted under the Company’s Amended and Restated 2017 Equity Incentive Plan (as amended from time to time, the “2017 Equity Incentive Plan”) on or after May 20, 2025.
The 2025 Equity Incentive Plan provides for the grant of equity-based awards, including options to purchase shares of common stock, stock appreciation rights, common stock, restricted stock, restricted stock units, performance awards, substitute awards and other equity-based awards (including LTIP Units (as defined in the 2025 Equity Incentive Plan)) to the Company’s and the Company’s affiliates’ directors, officers, employees (if any) and consultants, and the members, officers, directors, employees and consultants of the Company’s Manager (as defined in the 2025 Equity Incentive Plan) or its affiliates, as well as to the Manager and other entities that provide services to the Company and the Company’s affiliates and the employees of such entities.
The 2025 Equity Incentive Plan provides for the reservation of 6,732,067 shares of the Company’s common stock, plus the number of shares that become available for delivery under the 2025 Equity Incentive Plan with respect to Existing Awards (as defined below) in accordance with the share recycling provisions described below. If all or any portion of an award granted under the 2017 Equity Incentive Plan that is outstanding as of May 20, 2025 (an “Existing Award”), expires or is cancelled, forfeited, exchanged, settled for cash or otherwise terminated without the actual delivery of shares, any shares subject to such Existing Award will again be available for new awards under the 2025 Equity Incentive Plan. Any shares withheld or surrendered in payment of any taxes relating to Existing Awards (other than options or stock appreciation rights) will be again available for new awards under the 2025 Equity Incentive Plan.
The description of the 2025 Equity Incentive Plan in this Current Report on Form 8-K does not purport to be a complete description of all provisions of the 2025 Equity Incentive Plan and is qualified in its entirety by reference to the full text of the 2025 Equity Incentive Plan, which is filed herewith as Exhibit 10.1 and incorporated into this Item 5.02 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders: (i) elected the seven persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2026 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, 2025; (iii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers; and (iv) approved the adoption of the 2025 Equity Incentive Plan. 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- Votes |
||||||||||
| Avi Banyasz |
43,732,712 | 2,365,162 | 15,601,816 | |||||||||
| Doug Bouquard |
45,549,994 | 547,880 | 15,601,816 | |||||||||
| Julie Hong |
40,909,765 | 5,188,109 | 15,601,816 | |||||||||
| Michael Gillmore |
40,207,294 | 5,890,580 | 15,601,816 | |||||||||
| Todd Schuster |
45,244,779 | 853,095 | 15,601,816 | |||||||||
| Wendy Silverstein |
40,045,641 | 6,052,233 | 15,601,816 | |||||||||
| Bradley Smith |
40,154,667 | 5,943,207 | 15,601,816 | |||||||||
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2025
| Votes For |
Votes Against |
Abstentions | ||
| 50,310,352 | 11,359,619 | 29,719 |
Proposal 3 – Advisory Vote on Executive Compensation
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | |||
| 44,265,251 | 1,725,241 | 107,382 | 15,601,816 |
Proposal 4 – Approval of the 2025 Equity Incentive Plan
| Votes For |
Votes Against |
Abstentions |
Broker Non- Votes | |||
| 45,100,069 | 920,632 | 77,173 | 15,601,816 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1* | TPG RE Finance Trust, Inc. 2025 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Filed herewith. |
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 21, 2025