BLACKSTONE MORTGAGE TRUST, INC. : Change of Directors or Principal Officers, Submission of Questions to a Vote of Securityholders, Financial Statements and Exhibits (Form 8-K)

Article 5.02 Departure of directors or certain officers; Election of directors;

Appointment of certain officers; Compensatory schemes for certain

Officers.

On June 16, 2022, Blackstone Mortgage Trust, Inc. (the “Company”) held its 2022 annual meeting of shareholders (the “Annual Meeting”) at which shareholders of the Company approved the Blackstone Mortgage Trust, Inc. Stock Incentive Plan (the “Stock Incentive Plan”) and the Blackstone Mortgage Trust, Inc. Manager Incentive Plan (the “Manager Incentive Plan”). The Stock Incentive Plan and the Manager Incentive Plan each became effective on the date of shareholder approval.

The main features of the stock incentive plan are described in the Company’s definitive proxy statement for the annual meeting filed on April 29, 2022 (the “Proxy Statement”) in the section entitled “Proposal 4 – Approval of the
Blackstone Mortgage Trust, Inc. Stock Incentive Plan”, which is incorporated herein by reference as Exhibit 99.1. This description is qualified in its entirety by reference to the Stock Incentive Plan, which is filed as Exhibit 10.1 herein and is incorporated herein by reference.

The main features of the Manager Incentive Plan are described in the Company’s Proxy Circular in the section entitled “Proposal 5 – Approval of the
Blackstone Mortgage Trust, Inc. Manager Incentive Plan”, which is incorporated herein by reference as Exhibit 99.2. This description is qualified in its entirety by reference to the Manager Incentive Plan, which is filed as Exhibit 10.2 herein and is incorporated herein by reference.

Section 5.07. Submitting Matters to a Vote of Securityholders.

On June 16, 2022, the Society held its annual meeting. A quorum was present at the meeting, as required by the fifth amended and restated articles of the Company. The tables immediately following show the number of votes for and against, as well as the number of withholding votes and no-votes by brokers, with respect to each issue voted on by shareholders.

Proposal 1 – Election of directors

The following nine persons have been elected to the board of directors of the Company to serve as directors until the next annual meeting of shareholders and until their successors have been duly elected and qualified.

                         Votes            Votes            Broker
                          For            Withheld        Non-Votes
Michael B. Nash         74,954,276        5,674,231       51,852,800
Katharine A. Keenan     78,625,776        2,002,731       51,852,800
Leonard W. Cotton       78,920,868        1,707,639       51,852,800
Thomas E. Dobrowski     74,861,583        5,766,924       51,852,800
Martin L. Edelman       75,038,514        5,589,993       51,852,800
Nnenna Lynch            78,992,228        1,636,279       51,852,800
Henry N. Nassau         68,766,170       11,862,337       51,852,800
Jonathan L. Pollack     75,378,432        5,250,075       51,852,800
Lynne B. Sagalyn        74,774,728        5,853,779       51,852,800

Proposal 2 – Ratification of the appointment of Deloitte & Touche srl as the company’s registered independent public accounting firm for the year ending December 31, 2022

The appointment of Deloitte & Touche srl as the registered independent public accounting firm of the Company for the year ending December 31, 2022 has been ratified.

   Votes       Votes      Votes
    For       Against   Abstained
131,691,175   481,731    308,401


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Proposal 3 – Advisory vote on executive compensation: Approve, in a non-binding advisory vote, the compensation paid to our named executive officers

Shareholders have approved, on a non-binding advisory basis, the compensation paid to our Named Executive Officers.

  Votes        Votes       Votes       Broker
   For        Against    Abstained   Non-Votes
77,210,367   2,927,075    491,065    51,852,800

Proposal 4 – Approval of Blackstone Mortgage Trust, Inc. Stock incentive plan

The Blackstone Mortgage Trust, Inc. The stock incentive plan was approved.

Votes Votes Votes Broker

   For        Against    Abstained   Non-Votes
78,608,400   1,534,773    485,334    51,852,800


Proposal 5 – Approval of Blackstone Mortgage Trust, Inc. Manager incentive plan

The Blackstone Mortgage Trust, Inc. The managers’ incentive plan was approved.

  Votes        Votes       Votes       Broker
   For        Against    Abstained   Non-Votes
78,477,305   1,629,139    522,063    51,852,800

Section 9.01. Financial statements and supporting documents.


(d) Exhibits

Exhibit
  No.                                    Description

10.1          Blackstone Mortgage Trust, Inc. Stock Incentive Plan

10.2          Blackstone Mortgage Trust, Inc. Manager Incentive Plan

99.1          The section entitled "Proposal 4 - Approval of the Blackstone
            Mortgage Trust, Inc. Stock Incentive Plan", of the Company's
            definitive Proxy Statement on Schedule 14A filed by the Company on
            April 29, 2022 is incorporated herein by reference

99.2          The section entitled "Proposal 5 - Approval of Blackstone Mortgage
            Trust, Inc. Manager Incentive Plan", of the Company's definitive Proxy
            Statement on Schedule 14A filed by the Company on April 29, 2022 is
            incorporated herein by reference

104         Cover page Interactive data file (embedded with in the inline XBRL
            document)

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