Starwood Property Trust,Inc. (NYSE:STWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Starwood Property Trust,Inc. (NYSE:STWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

As described in Item 5.07 below, at a meeting held on May4, 2017,
the stockholders of Starwood Property Trust,Inc. (the Company)
approved (i)the Starwood Property Trust,Inc. 2017 Manager Equity
Plan (the 2017 Manager Equity Plan), which succeeds and replaces
the Starwood Property Trust,Inc. Manager Equity Plan, as amended
(the Original Manager Equity Plan), and (ii)the Starwood Property
Trust,Inc. 2017 Equity Plan (the 2017 Equity Plan), which
succeeds and replaces the Starwood Property Trust,Inc. Equity
Plan, as amended (the Original Equity Plan), and the Starwood
Property Trust,Inc. Non-Executive Director Stock Plan, as amended
(the Original Director Stock Plan).

The 2017 Manager Equity Plan provides for the grant of stock
options, stock appreciation rights, restricted shares of the
Companys common stock, par value $.01 per share (Common Stock),
restricted stock units and other equity-based awards, including
dividend equivalents, to SPT Management, LLC, the manager of the
Company (the Manager), which may in turn issue incentives to the
directors, officers and employees of, and advisors and
consultants to, the Manager and its affiliates. The 2017 Equity
Plan provides for the grant of stock options, stock appreciation
rights, restricted shares of Common Stock, restricted stock units
and other equity-based awards, including dividend equivalents, to
natural persons who provide services to the Company, including
its directors, officers, employees, advisors, consultants and
other third party service providers, including employees of the
Manager or its affiliates. The maximum number of shares of Common
Stock that may be subject to awards granted under the 2017 Equity
Plan and the 2017 Manager Equity Plan, determined on a combined
basis, is 11,000,000 shares of Common Stock. Upon the approval of
the 2017 Manager Equity Plan and the 2017 Equity Plan, the
Original Manager Equity Plan, the Original Equity Plan and the
Original Director Stock Plan were terminated, except that the
outstanding awards granted under such Original Manager Equity
Plan, Original Equity Plan and Original Director Stock Plan
remain in effect in accordance with their terms. The 2017 Manager
Equity Plan and the 2017 Equity Plan were approved by the
Companys Board of Directors (the Board of Directors) on March27,
2017. The 2017 Manager Equity Plan and the 2017 Equity Plan will
expire on May4, 2027, unless terminated earlier by the Board of
Directors.

The foregoing descriptions of the 2017 Manager Equity Plan and
the 2017 Equity Plan do not purport to be complete and are
qualified in their entirety by reference to the full text of the
2017 Manager Equity Plan and the 2017 Equity Plan, copies of
which are set forth as Annex A and Annex B, respectively, to the
Companys definitive proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on March31, 2017 (the
Proxy Statement), and incorporated by reference herein as
Exhibits 10.1 and 10.2, respectively, hereto.

Item 5.07. Submission of Matters to a
Vote of Security Holders.

On May4, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting). At the Annual Meeting, the
Companys stockholders: (i)elected the six persons listed below as
directors of the Company, each to serve until the Companys 2018
Annual Meeting of Stockholders and until his or her successor is
duly elected and qualified; (ii)approved, on an advisory basis,
the Companys executive compensation as disclosed in the Proxy
Statement; (iii)approved, on an advisory basis, the frequency of
holding the advisory vote on the Companys executive compensation
each year; (iv)approved the 2017 Manager Equity Plan, which
succeeds and replaces the Original Manager Equity Plan, as
described in Item 5.02 above; (v)approved the 2017 Equity Plan,
which succeeds and replaces the Original Equity Plan and the
Original Director Stock Plan, as described in Item 5.02 above;
and (vi)ratified the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for the
calendar year ending December31, 2017. Set forth below are the
voting results for each of the proposals voted upon by the
Companys stockholders:

Proposal 1 Election of Directors

Nominee		For		Withheld		BrokerNon-Votes
Richard D. Bronson		136,207,042		32,354,415		51,158,138
Jeffrey G. Dishner		162,871,351		5,690,106		51,158,138
Camille J. Douglas		140,326,801		28,234,656		51,158,138
Solomon J. Kumin		167,371,761		1,189,696		51,158,138
Barry S. Sternlicht		159,895,723		8,665,734		51,158,138
Strauss Zelnick		135,996,253		32,565,204		51,158,138

About Starwood Property Trust, Inc. (NYSE:STWD)
Starwood Property Trust, Inc. is a real estate investment trust. The Company operates through three business segments: Real estate lending (the Lending Segment), which engages primarily in originating, acquiring, financing and managing commercial first mortgages, subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (CMBS), residential mortgage-backed securities, and other real estate and real estate-related debt investments; Real estate investing and servicing (the Investing and Servicing Segment), which includes a servicing business in the United States that manages and works out problem assets; an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, and a mortgage loan business, and Real estate property (the Property Segment), which engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties. Starwood Property Trust, Inc. (NYSE:STWD) Recent Trading Information
Starwood Property Trust, Inc. (NYSE:STWD) closed its last trading session down -0.05 at 22.18 with 2,970,423 shares trading hands.