Current Report Filing (8-k)
June 17 2019 - 04:02PM
Edgar (US Regulatory)
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 17, 2019
Apollo Commercial Real Estate Finance, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-34452
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27-0467113
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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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c/o Apollo Global Management, LLC
9 West 57th Street, 43rd Floor
New York, New York
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10019
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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☐
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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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☐
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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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Common Stock, $0.01 par value
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ARI
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New York Stock Exchange
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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
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Submission of Matters to a Vote of Security Holders.
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The Annual Meeting of Stockholders (the Annual Meeting) of Apollo Commercial Real Estate Finance, Inc. (the Company) was held on
June 12, 2019, at which 124,807,558 shares of the Companys common stock were represented in person or by proxy representing approximately 91.6% of the issued and outstanding shares of the Companys common stock entitled to vote.
At the Annual Meeting, the Companys stockholders: (i) elected the seven directors named below for a term expiring in 2020; (ii) ratified the
appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019; (iii) approved, on an advisory basis, the compensation of the Companys named
executive officers; and (iv) approved the Amended and Restated Apollo Commercial Real Estate Finance, Inc. 2019 Equity Incentive Plan. The proposals are described in detail in the Companys 2018 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:
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Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Mark C. Biderman
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88,487,211
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1,128,801
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35,191,546
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Robert A. Kasdin
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68,543,384
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21,072,628
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35,191,546
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Cindy Z. Michel
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78,558,784
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11,057,228
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35,191,546
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Eric L. Press
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83,060,336
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6,555,676
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35,191,546
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Scott S. Prince
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68,421,522
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21,194,490
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35,191,546
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Stuart A. Rothstein
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87,752,968
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1,863,044
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35,191,546
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Michael E. Salvati
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64,848,263
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24,767,749
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35,191,546
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(ii) The voting results with respect to the ratification of the appointment of
Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019 were as follows:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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119,537,768
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4,742,310
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527,480
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(iii) The voting results with respect to the approval, on an advisory basis, of the
compensation of the Companys named executive officers were as follows:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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86,905,014
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2,199,987
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511,004
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35,191,553
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(iv) The voting results with respect to the approval of the Amended and Restated Apollo
Commercial Real Estate Finance, Inc. 2019 Equity Incentive Plan were as follows:
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Votes For
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Votes Against
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Abstain
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Broker
Non-Votes
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86,446,643
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2,628,399
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540,963
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35,191,553
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On June 12, 2019, the board of directors of the Company appointed Michael E. Salvati as the chairman of the board of directors.
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.
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Apollo Commercial Real Estate Finance, Inc.
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By:
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/s/ Stuart A. Rothstein
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Name: Stuart A. Rothstein
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Title: President and Chief Executive Officer
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Date: June 17, 2019
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