Starwood Property Trust (STWD) shareholders back directors, pay plan and Deloitte

Rhea-AI Filing Summary

Starwood Property Trust, Inc. reported the results of its 2026 annual shareholder meeting. Shareholders elected ten directors to serve until the 2027 annual meeting, with each nominee receiving a substantial majority of votes cast, despite some variation in support levels across individual directors.

Investors also approved, on an advisory basis, the Company’s executive compensation, with 176,203,980 votes in favor and 4,693,675 against, indicating broad backing for the pay program. In addition, shareholders ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026 by a wide margin, with 279,900,778 votes for and 3,090,403 against.

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

Executive compensation advisory vote - For: 176,203,980 votes Executive compensation advisory vote - Against: 4,693,675 votes Executive compensation advisory vote - Broker non-votes: 101,544,343 votes +4 more

7 metrics

Executive compensation advisory vote - For 176,203,980 votes 2026 annual meeting Proposal 2

Executive compensation advisory vote - Against 4,693,675 votes 2026 annual meeting Proposal 2

Executive compensation advisory vote - Broker non-votes 101,544,343 votes 2026 annual meeting Proposal 2

Auditor ratification - For 279,900,778 votes Ratification of Deloitte & Touche LLP for 2026

Auditor ratification - Against 3,090,403 votes Ratification of Deloitte & Touche LLP for 2026

Director nominee with lowest For votes 165,757,772 votes Fred S. Ridley, Proposal 1

Director nominee with highest For votes 180,773,118 votes Fred Perpall, Proposal 1

Key Terms

broker non-votes, advisory vote, independent registered public accounting firm, executive compensation, +1 more

5 terms

broker non-votes financial

"Broker Non- Votes | -------------------------------------------------------------- Richard D. Bronson"

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 vote financial

"approved, on an advisory basis, the Company’s executive compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"independent registered public accounting firm for the calendar 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.

executive compensation financial

"approved, on an advisory basis, the Company’s executive compensation"

Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.

annual meeting of shareholders financial

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

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

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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): April 23, 2026

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland
(State or other jurisdiction of
incorporation) 001-34436
(Commission File Number) 27-0247747
(IRS Employer Identification No.)

2340 Collins Avenue, Suite 700 Miami Beach, FL		33139
(Address of principal		(Zip Code)
executive offices)

Registrant's telephone number, including area code: (305) 695-5500 

(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 per share	STWD	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 23, 2026, Starwood Property Trust, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders: (i) elected the ten (10) persons listed below as directors of the Company, each to serve until the Company’s 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified; (ii) approved, on an advisory basis, the Company’s executive compensation as disclosed in the Company’s definitive proxy statement; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the calendar year ending December 31, 2026. Set forth below are the voting results for each of the proposals voted upon by the Company’s shareholders at the Annual Meeting:

Proposal 1 – Election of Directors

Nominee		For				Withheld				Broker Non- Votes
Richard D. Bronson			177,492,244				5,449,304				101,544,343
Jeffrey G. Dishner			179,715,779				3,225,769				101,544,343
Camille J. Douglas			171,765,487				11,176,061				101,544,343
Deborah L. Harmon			179,833,488				3,108,060				101,544,343
Solomon J. Kumin			178,944,776				3,996,772				101,544,343
Fred Perpall			180,773,118				2,168,430				101,544,343
Jonathan L. Pollack			179,679,103				3,262,445				101,544,343
Fred S. Ridley			165,757,772				17,183,776				101,544,343
Barry S. Sternlicht			172,147,458				10,794,090				101,544,343
Strauss Zelnick			177,484,495				5,457,053				101,544,343

Proposal 2 – Advisory Vote on Executive Compensation

For				Against				Abstentions				Broker Non-Votes
	176,203,980				4,693,675				2,043,893				101,544,343

Proposal 3 – Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Calendar Year Ending December 31, 2026

For				Against				Abstentions
	279,900,778				3,090,403				1,494,710

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.

Dated: April 24, 2026	STARWOOD PROPERTY TRUST, INC.
	By:	/s/ Heather N. Bennett
	Name:	Heather N. Bennett
	Title:	General Counsel & Chief Compliance Officer

FAQ

What did Starwood Property Trust (STWD) shareholders decide at the 2026 annual meeting?

Shareholders elected ten directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as independent auditor for 2026. Each proposal received strong support based on the reported vote totals.

How did Starwood Property Trust (STWD) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on executive compensation with 176,203,980 votes for, 4,693,675 against, and 2,043,893 abstentions. There were 101,544,343 broker non-votes, but support among votes cast was clearly favorable to the company’s pay practices.

Which auditor did Starwood Property Trust (STWD) shareholders ratify for the 2026 fiscal year?

Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 279,900,778 for, 3,090,403 against, and 1,494,710 abstentions, indicating strong backing for retaining Deloitte.

Were all Starwood Property Trust (STWD) director nominees elected at the 2026 annual meeting?

All ten director nominees were elected, each receiving more votes for than withheld. Support levels differed by nominee, but every candidate secured a clear majority of votes cast, allowing them to serve until the 2027 annual meeting.

What are broker non-votes in the Starwood Property Trust (STWD) 2026 meeting results?

Broker non-votes are shares held in street name where brokers did not receive voting instructions for certain proposals. The meeting results show 101,544,343 broker non-votes for director elections and the executive compensation advisory vote, which do not count as votes for or against.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB