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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 01, 2023

 

 

Claros Mortgage Trust, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Maryland

001-40993

47-4074900

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

c/o Mack Real Estate Credit Strategies, L.P.

60 Columbus Circle

20th Floor

 

New York, New York

 

10023

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (212) 484-0050

 

 

(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:

☐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 per share

 

CMTG

 

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.

a)
Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 1, 2023 via live webcast.
b)
The following proposals were voted upon at the Annual Meeting, and the final voting results with respect to each such proposal are set forth below:

 

Proposal 1: The Company’s stockholders elected the nine nominated directors identified below, each to serve and to hold office for a one-year term until the Company’s next annual meeting of stockholders in 2024 and until their successors have been duly elected and qualified or until their earlier resignation or removal.

 

Nominee

For

Withheld

Broker Non-Votes

Richard Mack

104,587,858

401,802

15,850,183

Michael McGillis

102,692,628

2,297,032

15,850,183

Steven L. Richman

104,612,021

377,639

15,850,183

Andrew Silberstein

102,808,823

2,180,837

15,850,183

Derrick D. Cephas

90,359,652

14,630,008

15,850,183

Mary Haggerty

104,533,134

456,526

15,850,183

Pamela Liebman

95,568,079

9,421,581

15,850,183

Vincent Tese

95,482,875

9,506,785

15,850,183

W. Edward Walter III

104,535,475

454,185

15,850,183

 

Proposal 2: The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2023.

 

For

Against

Abstain

Broker Non-Votes

120,818,968

20,265

610

0

 

Proposal 3: The Company’s stockholders voted to approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

For

Against

Abstain

Broker Non-Votes

82,285,561

2,812,507

19,891,592

15,850,183

 

Proposal 4: The Company’s stockholders voted to approve, on an advisory basis, the holding of an advisory vote on the compensation of the named executive officers of the Company every year.

 

Every One (1)

Year

Every Two (2)

Years

Every Three (3)

Years

 

Abstain

104,981,053

338

4,818

3,451

 

Based on the advisory voting results with respect to the frequency of holding an advisory vote on executive compensation, the Board of Directors has determined that the Company will hold future non-binding, advisory votes of stockholders to approve the compensation of the named executive officers every year until the next non-binding, advisory stockholder vote on the frequency of stockholder votes on executive compensation, or until the Board of Directors otherwise determines a different frequency for such non-binding, advisory votes.

 

 

 

 

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 thereunto duly authorized.

 

 

 

 

CLAROS MORTGAGE TRUST, INC.

 

 

 

 

Date:

June 6, 2023

By:

/s/ J.D. Siegel

 

 

 

J.D. Siegel
Executive Vice President, General Counsel and Secretary

 
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