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 19, 2024

KKR Real Estate Finance Trust Inc.
(Exact name of registrant as specified in its charter)

Maryland
  
001-38082
  
47-2009094
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)

30 Hudson Yards, Suite 7500
    
New York, New York
  
10001
(Address of principal executive offices)
  
(Zip Code)

Registrant’s telephone number, including area code: (212) 750-8300

Not Applicable
(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, par value $0.01 per share
  
KREF
  
New York Stock Exchange
6.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
  
KREF PRA
  
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 April 19, 2024, KKR Real Estate Finance Trust Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). A quorum was present at the meeting, as required by the Company’s Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, the number of votes withheld and abstained, and the number of broker non-votes with respect to each matter voted upon by stockholders, as applicable.

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
Terrance R. Ahern
39,493,727
  
6,013,923
  
11,269,949
Irene M. Esteves
36,335,069
  
9,172,581
  
11,269,949
Jonathan A. Langer
39,497,230
  
6,010,420
  
11,269,949
Christen E.J. Lee
38,943,454
  
6,564,196
  
11,269,949
Paula Madoff
44,766,129
  
741,521
  
11,269,949
Deborah H. McAneny
44,813,971
  
693,679
  
11,269,949
Ralph F. Rosenberg
42,332,900
  
3,174,750
  
11,269,949
Matthew A. Salem
44,707,216
  
800,434
  
11,269,949

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, 2024

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.

Votes
For
  
Votes
Against
  
Votes
Abstained
  
Broker
Non-Votes
56,382,067
  
134,389
  
261,143
  
N/A

Proposal 3 - Advisory Vote on Executive Compensation

The compensation of the named executive officers of the Company was approved on an advisory, non-binding basis.

Votes
For
  
Votes
Against
  
Votes
Abstained
  
Broker
Non-Votes
44,007,798
  
1,340,659
  
159,193
  
11,269,949

SIGNATURE

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.

 
KKR REAL ESTATE FINANCE TRUST INC.
     
 
By:
/s/ Vincent J. Napolitano
   
Name:
Vincent J. Napolitano
   
Title:
General Counsel and Secretary
       
Date: April 25, 2024