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)

 

 

 

Maryland   001-34452   27-0467113

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

c/o Apollo Global Management, LLC

9 West 57th Street, 43rd 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 12, 2019, at which 124,807,558 shares of the Company’s common stock were represented in person or by proxy representing approximately 91.6% 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 seven directors named below for a term expiring in 2020; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019; (iii) approved, on an advisory basis, the compensation of the Company’s 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 Company’s 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:

 

Name

Votes For

Votes Withheld

Broker Non-Votes

Mark C. Biderman

88,487,211 1,128,801 35,191,546

Robert A. Kasdin

68,543,384 21,072,628 35,191,546

Cindy Z. Michel

78,558,784 11,057,228 35,191,546

Eric L. Press

83,060,336 6,555,676 35,191,546

Scott S. Prince

68,421,522 21,194,490 35,191,546

Stuart A. Rothstein

87,752,968 1,863,044 35,191,546

Michael E. Salvati

64,848,263 24,767,749 35,191,546

(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, 2019 were as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

119,537,768

   4,742,310    527,480   

(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

86,905,014

   2,199,987    511,004    35,191,553

(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:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

86,446,643

   2,628,399    540,963    35,191,553

 

Item 8.01.

Other Events

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.

 

Apollo Commercial Real Estate Finance, Inc.
By:   /s/ Stuart A. Rothstein
  Name: Stuart A. Rothstein
  Title: President and Chief Executive Officer

Date: June 17, 2019

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