UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 27, 2025, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A quorum was present at the Annual Meeting, as required by the Company’s Seventh Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for, against or withheld, as applicable, abstentions and the number of 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 For |
Votes Withheld |
Broker Non-Votes |
||||||||||
| Timothy S. Johnson |
78,748,202 | 8,662,070 | 46,337,220 | |||||||||
| Katharine A. Keenan |
85,435,246 | 1,975,026 | 46,337,220 | |||||||||
| Leonard W. Cotton |
85,625,341 | 1,784,931 | 46,337,220 | |||||||||
| Nnenna Lynch |
86,302,246 | 1,108,026 | 46,337,220 | |||||||||
| Michael B. Nash |
73,015,511 | 14,394,761 | 46,337,220 | |||||||||
| Henry N. Nassau |
84,342,288 | 3,067,984 | 46,337,220 | |||||||||
| Gilda Perez-Alvarado |
86,479,944 | 930,328 | 46,337,220 | |||||||||
| Lynne B. Sagalyn |
84,557,024 | 2,853,248 | 46,337,220 | |||||||||
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, 2025
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified.
| Votes For |
Votes Against |
Votes Abstained | ||
| 131,875,569 | 1,442,479 | 429,444 |
Proposal 3 – Advisory Vote on Executive Compensation: To Approve in a Non-binding, Advisory Vote, the Compensation Paid to the Company’s Named Executive Officers
The stockholders approved, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers.
| Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes | |||
| 82,129,529 | 4,752,643 | 528,100 | 46,337,220 |
Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Named Executive Officer Compensation
The stockholders voted, on an advisory, non-binding basis, that future advisory votes to approve the Company’s named executive officer compensation should occur every year.
| One Year |
Two Years |
Three Years |
Votes Abstained |
Broker Non-Votes | ||||
| 86,215,199 | 278,971 | 454,719 | 461,383 | 46,337,220 |
Based on the results of the vote on the frequency of future advisory votes on named executive officer compensation, consistent with the Board of Directors’ recommendation, the Board of Directors has determined that future non-binding votes of stockholders to approve the compensation paid to the Company’s named executive officers will occur every year.
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.
| BLACKSTONE MORTGAGE TRUST, INC. | ||||||
| Date: June 27, 2025 | ||||||
| By: | /s/ Scott Mathias | |||||
| Name: | Scott Mathias | |||||
| Title: | Chief Compliance Officer and Secretary | |||||