Apollo Commercial Real Estate Finance (ARI) Proxy filing summary

Executive summary

• Annual meeting scheduled for July 9, 2026, to elect eight directors, ratify Deloitte & Touche LLP as auditor, and hold a say-on-pay vote for executive compensation.

• Meeting will be held virtually, with advance registration required for participation and voting.

• Stockholders as of May 18, 2026, are eligible to vote; quorum requires a majority of shares present or by proxy.

Voting matters and shareholder proposals

• Proposals include election of eight directors, auditor ratification, advisory approval of executive compensation, and other business as may arise.

• Board recommends voting FOR all director nominees, auditor ratification, and say-on-pay.

• Plurality required for director election; majority of votes cast required for auditor and say-on-pay proposals.

• Stockholder proposals for the 2027 meeting must be submitted by January 29, 2027.

Board of directors and corporate governance

• Board reduced to eight members following a director's decision not to stand for re-election.

• Nominees bring diverse backgrounds in finance, law, public policy, and real estate.

• Majority of directors are independent under NYSE standards; independence reviewed annually.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and a Special Committee for strategic transactions.

• Majority vote policy in place for uncontested director elections.

• Code of Conduct and Corporate Governance Guidelines adopted and available to stockholders.