Blackstone Mortgage Trust (BXMT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 27, 2025, to elect eight directors, ratify Deloitte as auditor, hold advisory votes on executive compensation and its frequency, and address other business.

• Proxy materials are distributed primarily via Internet to promote efficiency and sustainability, with options for paper copies upon request.

• Stockholders of record as of April 14, 2025, are eligible to vote, with 171,579,492 shares outstanding.

Voting matters and shareholder proposals

• Proposals include electing eight director nominees, ratifying Deloitte as auditor, a non-binding say-on-pay vote, and a non-binding vote on the frequency of future say-on-pay votes.

• The board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and for ONE YEAR frequency on say-on-pay votes.

• Stockholders may submit proposals for the 2026 annual meeting by December 31, 2025.

Board of directors and corporate governance

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

• Board diversity: 50% female, 50% diverse, with a broad range of expertise in real estate, finance, and governance.

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

• The board separates the roles of Chair and CEO, with a lead independent director to enhance oversight.

• Directors are elected annually; there is a single class of common stock and no poison pill.