Blackstone Mortgage Trust (BXMT) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 26, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• Stockholders can vote electronically, by phone, or by mail, and may revoke proxies up to the meeting date.

• The board recommends voting for all director nominees, auditor ratification, and the say-on-pay proposal.

• Proxy materials are distributed primarily via internet access to promote efficiency and sustainability.

Voting matters and shareholder proposals

• Stockholders will vote on electing nine directors, ratifying Deloitte as auditor for 2026, and a non-binding advisory vote on executive compensation.

• Each share of class A common stock is entitled to one vote; a majority constitutes a quorum.

• Plurality voting applies for directors; majority of votes cast required for auditor ratification and say-on-pay.

• No cumulative voting for directors; broker non-votes and abstentions do not affect outcomes.

Board of directors and corporate governance

• The board consists of nine members, with a majority classified as independent under NYSE rules.

• Four standing committees: audit, compensation, corporate governance, and investment risk management, all composed of independent directors.

• Board diversity includes gender, ethnicity, and professional backgrounds; robust risk and financial expertise.

• Lead independent director presides over executive sessions and serves as liaison between independent directors and management.

• Directors are elected annually; the board is not classified.