KKR Real Estate Finance Trust Inc.
9 West 57th Street,
30 Hudson Yards, Suite 4200
7500
New York, New York
1001910001
PROXY STATEMENT FOR
2018
2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
AUGUST 2, 2018APRIL 19, 2024
This Proxy Statement and our annual report for the fiscal year ended December 31,
20172023 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of KKR Real Estate Finance Trust Inc., a Maryland corporation
(“the Company,(the “Company,” “KREF,” “we,” “us,” or “our”), in connection with our
20182024 annual meeting of stockholders (the “Annual Meeting”).
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING Where and when will the Annual Meeting be held? The meeting will be held
virtually, solely by means of remote communication, via live audio webcast at
the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017www.virtualshareholdermeeting.com/KREF2024 on Friday, April 19, 2024, at
9:008:30 a.m., Eastern
Time, on Thursday, August 2, 2018. To obtain directions to the Annual Meeting, please contact our Investor Relations department at 888-806-7781 or KREF-IR@kkr.com.Time.
Why am I being provided with these proxy materials? We have made our proxy materials available to you on the Internet or, upon your request, delivered printed versions of these proxy materials to you by mail in connection with the solicitation by our Board of proxies for the matters to be
considered and voted on at our Annual Meeting and at any adjournment or postponement thereof.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a paper copy of proxy materials? The rules of the Securities and Exchange Commission (the “SEC”) permit us to furnish proxy materials, including this Proxy Statement and the Annual Report, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.
Can I vote my shares by filling out and returning the Notice and Access Card? No. The Notice and Access Card identifies
and provides notice of the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and Access Card and returning it. If you would like a paper proxy card, you should follow the instructions in the Notice and Access Card. The paper proxy card you receive will also provide instructions as to how to authorize via the Internet or telephone your proxy to vote your shares according to your voting instructions. Alternatively, you can mark the paper proxy card on how you would like your shares voted, sign the proxy card and return it in the envelope provided.
TABLE OF CONTENTS
How do I vote my shares in persononline at the Annual Meeting?First, you must satisfy the requirements for admission to the Annual Meeting described below. Then, if you are a stockholder of record
Stockholders as of the close of business on
May 18, 2018March 1, 2024 (the “Record Date”)
may vote and
prefersubmit questions while attending the meeting online via live audio webcast. Shares held in your name as the stockholder of record or beneficially in street name may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/KREF2024 during the meeting. You will need the 16-Digit Control Number included on your Notice of Internet Availability or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials in order to be able to vote
and enter the meeting. You will be able to submit questions during the meeting by typing your
shares atquestion into the
“ask a question” box on the meeting page. If you encounter any difficulties accessing the virtual Annual Meeting
you must bring proof of identification along with your Notice and Access Cardduring the check-in or
proof of stock ownership. If your shares are held in “street name” by a broker, bank or other nominee, you may vote shares only if you obtain a signed proxy frommeeting time, please call the
record holder (broker, bank or other nominee) giving youtechnical support number that will be posted on the
rightvirtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to
vote the
shares.meeting.
Even if you plan to attend the Annual Meeting, we encourage you to authorize your voting instructions in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.
Do I need a ticket to be admitted to the Annual Meeting?You will need your proof of identification along with either your Notice and Access Card or proof of stock ownership to enter the Annual Meeting. If your shares are held beneficially in the name of a bank, broker or other nominee and you wish to be admitted to the Annual Meeting, you must present proof of your stock ownership, such as a bank or brokerage account statement.
Do I also need to present identification to be admitted to the Annual Meeting?
Yes, all stockholders must present a form of personal identification in order to be admitted to the Annual Meeting.
NO CAMERAS, RECORDING EQUIPMENT, ELECTRONIC DEVICES, LARGE BAGS, BRIEFCASES OR PACKAGES WILL BE PERMITTED AT THE ANNUAL MEETING.
What am I voting on?
There are twothree proposals scheduled to be considered and voted on at the Annual Meeting:
• Proposal 1:
| Election of the director nominees listed herein; |
• Proposal 2:
| Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; and |
• Proposal 3:
| Non-binding vote on executive compensation of our named executive officers. |
Proposal 1:Election of the director nominees listed herein
Proposal 2:Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018
Who can vote?
You can vote your shares of our common
stock and special voting preferred stock if our records show that you were the owner of such shares as of the close of business on the
May 18, 2018March 1, 2024 Record Date. As of the Record Date, there were a total of
53,057,42969,313,860 shares of our common
stock and one share of our special voting preferred stock outstanding and entitled to vote at the Annual Meeting. Each share of our common stock entitles the holder thereof the right to one vote.
The share of special voting preferred stock entitles the holder thereof the right, solely with respect to the election of directors, to vote the number of votes necessary (when combined with the aggregate number of votes the holder of the share of special voting preferred stock and its affiliates are entitled to vote as a result of their ownership of common stock) to equal a majority of the votes entitled to be cast in an election of directors. The holder of the share of special voting preferred stock may only vote on the director election proposal. See “How many votes are required to approve each proposal?” for additional information regarding the special voting preferred stock.What constitutes a quorum? The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter constitutes a quorum. If you sign and return your paper proxy card or authorize a proxy to vote electronically or telephonically, your shares will be counted to determine whether we have a quorum even if you abstain or fail to vote as indicated in the proxy materials. Broker non-votes will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.
How many votes are required to approve each proposal? With respect to the election of directors (Proposal 1), directors are elected by a plurality vote, which means that the director nominees with the greatest number of votes cast by the holders of shares of common stock,
and the share of special voting preferred stock, voting together, even if less than a majority, will be elected. There is no cumulative voting in director elections.
TABLE OF CONTENTS
Pursuant to our Articles of Restatement (the “Charter”), until such time as (1) KKR Fund Holdings L.P. and its affiliates (collectively, “KKR Stockholder”), an affiliate of our Manager and its parent company, KKR & Co. L.P. (“KKR”), cease to own at least 25% of the outstanding shares of our common stock, (2) KKR REFT Asset Holdings LLC and its affiliates (collectively, “KKR REFT Asset Holdings”), an affiliate of KKR Stockholder, elect to convert the share of our special voting preferred stock into one share of our common stock or (3) beneficial and/or record ownership of the share of our special voting preferred stock is transferred to any person other than KKR Stockholder or its affiliates, the share of our special voting preferred stock gives KKR REFT Asset Holdings the right, solely with respect to the election of members of our Board, to vote the number of votes necessary (when combined with the aggregate number of votes KKR REFT Asset Holdings is entitled to vote as a result of its ownership of common stock) to equal aA majority of the votes entitledcast is required to be cast in an election of directors. See “Transactions with Related Persons.”
As ofratify the Record Date, KKR Stockholder owned more than 25% of the outstanding shares of our common stock, and KKR REFT Asset Holdings was the beneficial owner of the one share of special voting preferred stock. KKR REFT Asset Holdings, therefore, is entitled to vote a majority of the votes entitled to be cast in an election of directors. KKR REFT Asset Holdings has advised us that it intends to vote in favor of the director nominees listed herein, and the director election proposal is, therefore, assured passage.
The ratificationappointment of our independent registered public accounting firm (Proposal 2) requires approval by majority ofand approve the votes cast.
non-binding vote on executive compensation (Proposal 3).
What is a “broker non-vote”? A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item and has not received voting instructions from the beneficial owner. Under current New York Stock Exchange (“NYSE”) interpretations, your shares may be voted on Proposal 2 (auditor ratification) if they are held in the name of a brokerage firm even if you do not provide the brokerage firm with voting instructions, because the ratification of the appointment of Deloitte & Touche LLP as our independent auditors for 20182024 is considered a “routine” matter under the NYSE rules for which brokerage firms may vote shares for which they did not receive instructions from beneficial owners. TheAll other itemitems on this year’s ballot is aare “non-routine” matters under the NYSE rules for which brokers may not vote absent voting instructions from the beneficial owner.
TABLE OF CONTENTS
With respect to the election of directors (Proposal 1), you may vote “FOR ALL” of the director nominees, vote “WITHHOLD ALL” for all of the director nominees or vote “FOR ALL EXCEPT” one or more director nominees. Votes that are “withheld” will have the same effect as an abstention and will not count as a vote “FOR” or “AGAINST” a director, because directors are elected by plurality voting. Broker non-votes will not affect the outcome of this proposal.
With respect to the ratification of our independent registered public accounting firm (Proposal 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 2, abstentions will not affect the outcome of this proposal and, as this proposal is considered a “routine” matter under the NYSE rules, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal.
With respect to the non-binding vote on executive compensation (Proposal 3), you may vote “FOR,” “AGAINST” or “ABSTAIN.” For Proposal 3, abstentions and “broker non-votes” are not considered votes cast and will not affect the outcome of this proposal.
If you sign and submit your proxy card without indicating your voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to
bothall three Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon at the Annual Meeting.
Who will count the votes? Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.
How does the Board recommend that I vote? Our Board recommends that you vote your shares:
“FOR” each of the director nominees set forth in this Proxy Statement.
“FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.2024.
“FOR” the approval of the non-binding vote on executive compensation.
TABLE OF CONTENTS
How do I vote my shares without attending the Annual Meeting?
If you are a stockholder of record, you may vote by authorizing a proxy to voltevote your shares according to your voting instructions. Specifically, you may vote:
| • | By Internet – If you have Internet access, you may authorize your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by Internet. |
| • | By Telephone – If you have access to a touch-tone telephone, you may authorize your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by telephone. |
| • | By Mail – You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
By Internet – If you have Internet access, you may authorize your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by Internet.
By Telephone – If you have access to a touch-tone telephone, you may authorize your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your Notice of Internet Availability or your proxy card in order to vote by telephone.
By Mail – You may vote by mail by requesting a proxy card from us, indicating your vote by completing, signing and dating the card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.
Internet and telephone voting facilities will close at 11:59 p.m., Eastern Time, on August 1, 2018,April 18, 2024, for the voting of shares held by stockholders of record or held in street name.
Mailed proxy cards with respect to shares held of record must be received no later than
August 1, 2018.April 18, 2024.
What do I do if my shares are held in “street name”? If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or the proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered,
