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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 26, 2026

 

 

Blackstone Mortgage Trust, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   1-14788   94-6181186

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

345 Park Avenue

New York, New York 10154

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (212) 655-0220

Not Applicable

(Former Name or 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

Class A common stock, par value $0.01 per share   BXMT   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.

On June 26, 2026, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2026 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 nine 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

     81,357,599        1,914,531        46,705,400  

F. Austin Peña

     80,885,896        2,386,234        46,705,400  

Leonard W. Cotton

     81,264,210        2,007,920        46,705,400  

Jean Hsu

     78,946,709        4,325,421        46,705,400  

Nnenna Lynch

     81,977,633        1,294,497        46,705,400  

Michael B. Nash

     81,466,149        1,805,981        46,705,400  

Henry N. Nassau

     80,273,188        2,998,942        46,705,400  

Gilda Perez-Alvarado

     82,048,111        1,224,019        46,705,400  

Lynne B. Sagalyn

     80,605,895        2,666,235        46,705,400  

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, 2026

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

 

Votes

For

 

Votes

Against

 

Votes

Abstained

128,339,393   1,080,131   558,006

Proposal 3 – 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 a non-binding, advisory basis, the compensation paid to our named executive officers.

 

Votes

For

 

Votes

Against

 

Votes

Abstained

 

Broker

Non-Votes

77,361,597   5,326,768   583,765   46,705,400


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 26, 2026    
    By:  

/s/ Scott Mathias

    Name:   Scott Mathias
    Title:   Chief Compliance Officer and Secretary

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