Stockholders at TPG RE Finance Trust (NYSE: TRTX) approve directors, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TPG RE Finance Trust, Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected eight directors to serve until the 2027 annual meeting, with each nominee receiving more votes for than withheld.

Investors also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Executive compensation approval votes: 39,445,446 votes for Executive compensation opposition: 1,072,158 votes against Auditor ratification support: 49,184,930 votes for +4 more

7 metrics

Executive compensation approval votes 39,445,446 votes for Proposal 3 advisory vote on named executive officer pay

Executive compensation opposition 1,072,158 votes against Proposal 3 advisory vote on executive compensation

Auditor ratification support 49,184,930 votes for Ratification of Deloitte & Touche LLP for fiscal 2026

Auditor ratification opposition 8,063,066 votes against Proposal 2 on independent registered public accounting firm

Broker non-votes on say-on-pay 16,667,098 broker non-votes Proposal 3 advisory vote on executive compensation

Director votes for Avi Banyasz 38,911,106 votes for Proposal 1 election of directors

Director votes withheld for Edward Goldthorpe 21,008,312 votes withheld Proposal 1 election of directors

Key Terms

independent registered public accounting firm, broker non- votes, advisory vote on executive compensation, Cumulative Redeemable Preferred Stock, +1 more

5 terms

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as 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.

broker non- votes financial

"Proposal 1 – Election of Directors ... Votes For ... Votes Withheld ... Broker Non- Votes"

advisory vote on executive compensation financial

"approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

Cumulative Redeemable Preferred Stock financial

"6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

Annual Meeting of Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/21/2026 - 04:16 PM

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): May 19, 2026

TPG RE Finance Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)


Maryland	001-38156	36-4796967
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

888 Seventh Avenue, 35^th Floor, New York, New York 10106

(Address of Principal Executive Offices) (Zip Code)

(212) 601-4700

(Registrant’s Telephone Number, Including Area Code)

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 $0.001 per share	TRTX	New York Stock Exchange
6.25% Series C Cumulative Redeemable Preferred Stock, par value $0.001 per share	TRTX PRC	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 May 19, 2026, TPG RE Finance Trust, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders: (i) elected the eight persons listed below as directors of the Company, each to hold office until the Company’s annual meeting of stockholders in 2027 and until his or her successor is duly elected and qualifies; (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 a non-binding, advisory basis, the compensation of the Company’s named executive officers. Set forth below are the voting results for each of the proposals voted upon by the Company’s stockholders at the Annual Meeting:

Proposal 1 – Election of Directors


	Votes For	Votes Withheld	Broker Non- Votes
Avi Banyasz	38,911,106	2,776,636	16,667,098
Doug Bouquard	40,237,360	1,450,382	16,667,098
Julie Hong	34,639,305	7,048,437	16,667,098
Michael Gillmore	33,521,831	8,165,911	16,667,098
Edward “Ted” Goldthorpe	20,679,430	21,008,312	16,667,098
Todd Schuster	39,628,373	2,059,369	16,667,098
Wendy Silverstein	39,443,065	2,244,677	16,667,098
Bradley Smith	31,964,641	9,723,101	16,667,098

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026


Votes For	Votes Against	Abstentions
49,184,930	8,063,066	1,106,844

Proposal 3 – Advisory Vote on Executive Compensation


Votes For	Votes Against	Abstentions	Broker Non- Votes
39,445,446	1,072,158	1,170,138	16,667,098

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.


TPG RE FINANCE TRUST, INC.

By:		/s/ Brandon Fox
Name:		Brandon Fox
Title:		Interim Chief Financial Officer and Chief Accounting Officer

Date: May 21, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did TPG RE Finance Trust (TRTX) stockholders approve at the 2026 annual meeting?

Stockholders elected eight directors, ratified Deloitte & Touche LLP as the 2026 independent registered public accounting firm, and approved, on a non-binding advisory basis, the compensation of named executive officers, confirming support for the company’s board slate, auditor choice, and executive pay program.

How did TPG RE Finance Trust (TRTX) stockholders vote on the company’s executive compensation?

Stockholders approved executive compensation on a non-binding advisory basis, with 39,445,446 votes for, 1,072,158 against, and 1,170,138 abstentions, plus 16,667,098 broker non-votes. This indicates broad, though not unanimous, support for the company’s named executive officer pay packages.

Which audit firm did TPG RE Finance Trust (TRTX) stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 49,184,930 votes for, 8,063,066 against, and 1,106,844 abstentions, signaling continued acceptance of Deloitte & Touche LLP’s audit role.

Were all TPG RE Finance Trust (TRTX) director nominees elected at the 2026 meeting?

All eight director nominees were elected, each receiving more votes for than withheld. Support levels varied by director; for example, Avi Banyasz received 38,911,106 votes for and 2,776,636 withheld, while Edward “Ted” Goldthorpe had 20,679,430 for and 21,008,312 withheld.

What were the broker non-votes in TPG RE Finance Trust’s 2026 stockholder meeting results?

Broker non-votes totaled 16,667,098 for the director elections and the advisory vote on executive compensation. Broker non-votes typically arise when brokers lack discretionary voting authority on non-routine matters and beneficial owners have not provided specific voting instructions.

Where is TPG RE Finance Trust (TRTX) headquartered and what are its listed securities?

The company’s principal executive offices are at 888 Seventh Avenue, 35th Floor, New York, NY 10106. Its common stock and 6.25% Series C Cumulative Redeemable Preferred Stock trade on the New York Stock Exchange under the symbols TRTX and TRTX PRC, respectively.

Filing Exhibits & Attachments

4 documents