Form 8-K

 

 

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): April 28, 2015

 

 

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))

 

 

 


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 April 28, 2015, at which 42,263,352 shares of the Company’s common stock were represented in person or by proxy representing approximately 90.11% 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 2016; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015; (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers and (iv) approved a stockholder proposal requesting that the Company’s board of directors initiate the process to implement majority voting in uncontested elections of directors. The proposals are described in detail in the Company’s 2015 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  

Jeffrey M. Gault

     29,124,694         349,352         12,789,306   

Mark C. Biderman

     28,717,803         756,243         12,789,306   

Robert A. Kasdin

     28,905,901         568,145         12,789,306   

Eric L. Press

     29,000,225         473,821         12,789,306   

Scott S. Prince

     28,836,905         637,141         12,789,306   

Stuart A. Rothstein

     29,118,926         355,120         12,789,306   

Michael E. Salvati

     28,843,635         630,411         12,789,306   

(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, 2014 were as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

41,516,417

   618,643    128,292    —  

(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

28,475,423

   821,090    177,526    12,789,313

(iv) The voting results with respect to a stockholder proposal requesting that the Company’s board of directors initiate the process to implement majority voting in uncontested elections of directors were as follows:

 

Votes For

  

Votes Against

  

Abstain

  

Broker Non-Votes

25,850,411

   1,045,276    2,578,345    12,789,320


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: May 1, 2015