Apollo Commercial (NYSE: ARI) holders back 8 directors, say-on-pay

Rhea-AI Filing Summary

Apollo Commercial Real Estate Finance, Inc. held its Annual Meeting of Stockholders on July 9, 2026, with 107,005,450 common shares represented, about 81.7% of shares entitled to vote. Stockholders elected eight directors for terms expiring in 2027, with support levels generally exceeding 80 million votes for each nominee. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, by 106,073,804 votes for versus 515,400 against. On an advisory basis, stockholders approved executive compensation with 80,938,314 votes for, 2,718,117 against, 929,854 abstentions, and 22,419,165 broker non-votes.

Filing Explained

The annual meeting is complete, leaving board elections effective through 2027 and votes on the auditor and executive pay resolved.

The July 9, 2026 annual meeting was completed: shareholders elected eight directors for terms expiring in 2027, ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, and approved named-executive-officer compensation on an advisory basis.

The structural result is a settled board slate through 2027, a ratified auditor appointment for fiscal 2026, and an advisory compensation vote.

The proxy statement proposed these shareholder matters; this 8-K now reports their final vote results.

107,005,450 shares were represented at the meeting, representing approximately 81.7% of the issued and outstanding shares entitled to vote.

The auditor ratification received 106,073,804 votes for, while the advisory compensation proposal received 80,938,314 votes for.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

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Available on EDGAR 07/13/2026 - 06:10 AM Accepted by SEC EDGAR 07/10/2026 - 05:54 PM Learn about SEC filing dates

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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): July 9, 2026

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, Inc.
9 West 57th Street, 42nd 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:

☐ 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		ARI		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.

The Annual Meeting of Stockholders (the “Annual Meeting”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) was held on July 9, 2026, at which 107,005,450 shares of the Company’s common stock were represented in person or by proxy representing approximately 81.7% 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 eight directors named below for a term expiring in 2027; (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (iii) approved, on an advisory basis, the compensation of the Company’s named executive officers. The proposals are described in detail in the Company’s 2026 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
Mark C. Biderman			82,834,932				1,751,370				22,419,148
Pamela G. Carlton			69,080,000				15,506,302				22,419,148
Brenna Haysom			83,762,537				823,765				22,419,148
Robert A. Kasdin			77,603,429				6,982,873				22,419,148
Katherine G. Newman			83,168,844				1,417,458				22,419,148
Stuart A. Rothstein			83,549,818				1,036,484				22,419,148
Michael E. Salvati			76,579,879				8,006,423				22,419,148
Carmencita N.M. Whonder			76,291,252				8,295,050				22,419,148

(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, 2026 were as follows:

Votes For		Votes Against		Abstain		Broker Non-Votes
106,073,804		515,400		416,246		—

(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
80,938,314		2,718,117		929,854		22,419,165

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: July 10, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB