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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): February 3, 2020

 

Apollo Commercial Real Estate Finance, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34452

 

27-0467113

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

c/o Apollo Global Management, Inc.

9 West 57th Street, 43rd Floor

New York, New York

 

10019

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (212) 515-3200

n/a

(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 (see General Instruction A.2. below):

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

 

ARI

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2020, the Board of Directors (the “Board”) of Apollo Commercial Real Estate Finance, Inc. (the “Company”) elected Ms. Brenna Haysom to serve as an independent director, effective February 3, 2020. In addition, the Board appointed Ms. Haysom to serve as a member of the Nominating and Corporate Governance Committee and the Compensation Committee. The Board has determined that Ms. Haysom is an independent director in accordance with the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. She was not selected as a director pursuant to any arrangement or understanding with any other person and she does not have any reportable transactions under Item 404(a) of Regulation S-K. For her services as an independent director of the Company, Ms. Haysom will receive an annual retainer of $175,000, $75,000 of which will be paid in cash and $100,000 of which will be paid in shares of restricted common stock or other equity awards of the Company. These shares of restricted common stock vest in full on the anniversary of the date of grant. In addition, for her services as a member of the Nominating and Corporate Governance Committee and the Compensation Committee, Ms. Haysom will receive $2,500 and $5,000, respectively. Ms. Haysom will enter into an indemnification agreement with the Company in connection with her election.


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.

 

 

Apollo Commercial Real Estate Finance, Inc.

             

 

 

By:

 

/s/ Stuart A. Rothstein

 

 

Name:

 

Stuart A. Rothstein

 

 

Title:

 

President and Chief Executive Officer

Date: February 6, 2020