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BXMT > SEC Filings for BXMT > Form 8-K on 17-Jun-2016All Recent SEC Filings

Show all filings for BLACKSTONE MORTGAGE TRUST, INC.

Form 8-K for BLACKSTONE MORTGAGE TRUST, INC.


17-Jun-2016

Change in Directors or Principal Officers, Submission of Matters


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 16, 2016, Blackstone Mortgage Trust, Inc. (the "Company") held its 2016 annual meeting of stockholders (the "Annual Meeting") at which the Company's stockholders approved the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan (the "2016 Stock Incentive Plan") and the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan (the "2016 Manager Plan"). The 2016 Stock Incentive Plan and the 2016 Manager Plan became effective as of the date of such stockholder approval.

The material features of the 2016 Stock Incentive Plan are described in the Company's definitive proxy statement for the Annual Meeting filed on April 21, 2016 (the "Proxy Statement") in the section entitled "Proposal 3 - Approval of Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan", which is incorporated herein by reference as Exhibit 99.1. Such description is qualified in its entirety by reference to the 2016 Stock Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The material features of the 2016 Manager Plan are described in the Company's Proxy Statement in the section entitled "Proposal 4 - Approval of Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan", which is incorporated herein by reference as Exhibit 99.2. Such description is qualified in its entirety by reference to the 2016 Manager Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.



Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2016, the Company held its Annual Meeting. A quorum was present at the meeting, as required by the Company's Fourth Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.

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.



                                      Votes        Votes       Broker
                                       For       Withheld    Non-Votes
              Michael B. Nash       60,358,531   2,510,523   22,218,066
              Stephen D. Plavin     60,391,685   2,477,369   22,218,066
              Leonard W. Cotton     61,701,047   1,168,007   22,218,066
              Thomas E. Dobrowski   61,174,125   1,694,929   22,218,066
              Martin L. Edelman     54,779,712   8,089,342   22,218,066
              Henry N. Nassau       54,789,970   8,079,084   22,218,066
              Jonathan L. Pollack   55,122,542   7,746,512   22,218,066
              Lynne B. Sagalyn      61,208,615   1,660,439   22,218,066

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, 2016

The appointment of Deloitte & Touche LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2016, was
ratified.



                            Votes       Votes      Votes
                             For       Against   Abstained
                          84,726,778   141,621    218,721


Proposal 3 - Approval of the Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan

The Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan was approved.

                     Votes        Votes       Votes       Broker
                      For        Against    Abstained   Non-Votes
                   60,795,717   1,764,599    308,738    22,218,066

Proposal 4- Approval the Blackstone Mortgage Trust, Inc. 2016 Manager Incentive
Plan

The Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan was approved.



                     Votes        Votes       Votes       Broker
                      For        Against    Abstained   Non-Votes
                   60,704,081   1,840,955    324,018    22,218,066

Proposal 5 - Advisory Vote on Executive Compensation: To Approve in a Non-binding, Advisory Vote, the Compensation Paid to Our Named Executive Officers

The stockholders approved, on an advisory, non-binding basis, the compensation paid to our named executive officers.

                     Votes        Votes        Votes       Broker
                      For        Against     Abstained   Non-Votes
                   40,444,369   21,956,913    467,772    22,218,066



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                     Description

10.1         Blackstone Mortgage Trust, Inc. 2016 Stock Incentive Plan

10.2         Blackstone Mortgage Trust, Inc. 2016 Manager Incentive Plan

99.1         The section entitled "Proposal 3 - Approval of Blackstone Mortgage
             Trust, Inc. 2016 Stock Incentive Plan", of the Company's definitive
             Proxy Statement on Schedule 14A filed by the Company on April 21, 2016
             is incorporated herein by reference

99.2         The section entitled "Proposal 4 - Approval of Blackstone Mortgage
             Trust, Inc. 2016 Manager Incentive Plan", of the Company's definitive
             Proxy Statement on Schedule 14A filed by the Company on April 21, 2016
             is incorporated herein by reference


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