STOCK TITAN

Shareholders back KKR Real Estate Finance (NYSE: KREF) board and pay

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

KKR Real Estate Finance Trust Inc. reported results from its 2026 annual shareholder meeting. Stockholders elected eight directors, with votes for each nominee ranging from about 33.3 million to 38.4 million, and broker non-votes of 10.9 million for each director.

Shareholders also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 49.5 million votes for and 0.2 million against. On an advisory, non-binding basis, investors approved executive compensation with 37.4 million votes for and 1.5 million against.

Positive

  • None.

Negative

  • None.
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.
Votes for highest-supported director 38,432,764 votes Matthew A. Salem election to board
Votes for lowest-supported director 33,271,328 votes Irene M. Esteves election to board
Broker non-votes on director elections 10,924,019 votes Each director nominee
Auditor ratification votes for 49,486,047 votes Deloitte & Touche LLP for FY ending Dec. 31, 2026
Auditor ratification votes against 224,814 votes Deloitte & Touche LLP
Say-on-pay votes for 37,405,184 votes Advisory executive compensation approval
Say-on-pay votes against 1,539,699 votes Advisory executive compensation approval
broker non-votes regulatory
"the number of broker non-votes with respect to each matter voted upon by stockholders"
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.
advisory, non-binding basis regulatory
"The compensation of the named executive officers of the Company was approved on an advisory, non-binding basis."
independent registered public accounting firm regulatory
"the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"
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.
Annual Meeting regulatory
"On April 14, 2026, the Company held its 2026 Annual Meeting."
A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did KKR Real Estate Finance Trust (KREF) shareholders approve at the 2026 annual meeting?

Shareholders approved all three items: election of eight directors, ratification of Deloitte & Touche LLP as independent auditor for 2026, and an advisory, non-binding endorsement of executive compensation, each receiving strong majority support in the vote tallies.

How did KREF shareholders vote on electing directors at the 2026 annual meeting?

Eight directors were elected, with votes for each nominee ranging from about 33.3 million to 38.4 million. Broker non-votes totaled 10.9 million for each director, indicating strong approval among voting shareholders for the full slate of board nominees.

Was Deloitte & Touche LLP ratified as KREF’s auditor for 2026?

Yes. Deloitte & Touche LLP was ratified as KKR Real Estate Finance Trust’s independent registered public accounting firm for the 2026 fiscal year, receiving 49,486,047 votes for, 224,814 votes against, and 277,216 abstentions, with no broker non-votes reported for this proposal.

How did KREF investors vote on executive compensation in the 2026 say-on-pay proposal?

Investors approved the compensation of the named executive officers on an advisory, non-binding basis. The say-on-pay proposal received 37,405,184 votes for, 1,539,699 votes against, 119,175 abstentions, and 10,924,019 broker non-votes, showing broad shareholder support for current pay practices.

What were broker non-votes at KREF’s 2026 annual meeting and where did they appear?

Broker non-votes totaled 10,924,019 on the director elections and the advisory executive compensation proposal. There were no broker non-votes for ratifying Deloitte & Touche LLP as auditor, reflecting that this auditor ratification is typically considered a routine matter for brokers.

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 14, 2026

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 14, 2026, the Company held its 2026 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
   
36,801,171
     
2,262,887
     
10,924,019
 
Irene M. Esteves
   
33,271,328
     
5,792,730
     
10,924,019
 
Jonathan A. Langer
   
36,492,956
     
2,571,102
     
10,924,019
 
Christen E.J. Lee
   
33,445,001
     
5,619,057
     
10,924,019
 
Paula Madoff
   
38,372,152
     
691,906
     
10,924,019
 
Deborah H. McAneny
   
36,269,370
     
2,794,688
     
10,924,019
 
Ralph F. Rosenberg
   
36,934,295
     
2,129,763
     
10,924,019
 
Matthew A. Salem
   
38,432,764
     
631,294
     
10,924,019
 

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
 
Broker
Non-Votes
49,486,047
 
224,814
 
277,216
 
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
37,405,184
 
1,539,699
 
119,175
 
10,924,019


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/ Patrick Mattson
   
Name:
Patrick Mattson
   
Title:
President, Chief Operating Officer and Secretary
       
Date: April 16, 2026
     



Filing Exhibits & Attachments

4 documents