Blackstone Mortgage Trust (BXMT) shareholders back board, auditor and pay at 2026 meeting

Rhea-AI Filing Summary

Blackstone Mortgage Trust, Inc. reported results of its 2026 annual stockholder meeting. Stockholders elected nine directors, including Timothy S. Johnson and Gilda Perez-Alvarado, each receiving over 80 million votes for, with substantial broker non-votes reflecting shares not voted on the election of directors.

Stockholders also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 128,339,393 votes for, 1,080,131 against, and 558,006 abstentions. In a separate advisory resolution, stockholders approved the compensation paid to the company’s named executive officers, with 77,361,597 votes for, 5,326,768 against, 583,765 abstentions, and 46,705,400 broker non-votes.

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.

Key Figures

Director votes – Timothy S. Johnson: 81,357,599 votes for Director votes – Gilda Perez-Alvarado: 82,048,111 votes for Auditor ratification – votes for: 128,339,393 votes for +4 more

7 metrics

Director votes – Timothy S. Johnson 81,357,599 votes for Election of directors at 2026 annual meeting

Director votes – Gilda Perez-Alvarado 82,048,111 votes for Election of directors at 2026 annual meeting

Auditor ratification – votes for 128,339,393 votes for Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Auditor ratification – votes against 1,080,131 votes against Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026

Say-on-pay – votes for 77,361,597 votes for Advisory vote on executive compensation

Say-on-pay – votes against 5,326,768 votes against Advisory vote on executive compensation

Say-on-pay – broker non-votes 46,705,400 broker non-votes Advisory vote on executive compensation

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, annual meeting of stockholders

4 terms

broker non-votes financial

"abstentions and the number of broker non-votes, with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis financial

"approved, on a non-binding, advisory basis, the compensation paid"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

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Available on EDGAR 06/26/2026 - 05:01 PM Accepted by SEC EDGAR 06/26/2026 - 05:01 PM Learn about SEC filing dates

false 0001061630 0001061630 2026-06-26 2026-06-26

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

FAQ

What did Blackstone Mortgage Trust (BXMT) shareholders decide at the 2026 annual meeting?

Shareholders elected nine directors, ratified Deloitte & Touche LLP as auditor for 2026, and approved executive compensation on an advisory basis. Each proposal received strong support, with large majorities voting in favor across the three key agenda items.

Were Blackstone Mortgage Trust (BXMT) directors re-elected with strong support?

All nine director nominees were elected, each receiving more than 78 million votes for. For example, Gilda Perez-Alvarado received 82,048,111 votes for and 1,224,019 withheld, indicating broad shareholder backing for the company’s board composition at the 2026 meeting.

Did Blackstone Mortgage Trust (BXMT) shareholders approve the auditor for 2026?

Yes. Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 128,339,393 votes for, 1,080,131 against, and 558,006 abstentions, reflecting very high support for the auditor’s appointment.

How did Blackstone Mortgage Trust (BXMT) shareholders vote on executive compensation?

Shareholders approved executive compensation in a non-binding advisory vote, with 77,361,597 votes for, 5,326,768 against, and 583,765 abstentions, plus 46,705,400 broker non-votes. This outcome indicates majority support for the compensation paid to named executive officers.

What are broker non-votes in the Blackstone Mortgage Trust (BXMT) 2026 meeting results?

Broker non-votes represent shares held in street name where brokers did not receive instructions on non-routine proposals. For several items, including director elections and executive compensation, 46,705,400 broker non-votes were recorded, meaning those shares were not counted as for or against.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB