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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 6, 2023

 

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland
(State or other jurisdiction of
incorporation)		   001-34436
(Commission File Number)		   27-0247747
(IRS Employer Identification No.)

 

591 West Putnam Avenue
Greenwich, CT		   06830
(Address of principal
executive offices)		   (Zip Code)

 

Registrant’s telephone number, including area code: (203) 422-7700

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading
Symbol(s)		 Name of each exchange on which 
registered
Common stock, $0.01 par value per share STWD New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

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

 

On April 6, 2023, the Board of Directors (the “Board”) of Starwood Property Trust, Inc. (the “Company”) increased the size of the Board from eight to nine directors and appointed Deborah L. Harmon to serve as a member of the Board.

 

Ms. Harmon, age 63, is the Co-Founder and Chief Executive Officer of Artemis Real Estate Partners, LLC, a real estate investment firm with more than $9 billion of capital raised since inception across core, core plus, value-add and opportunistic strategies. Ms. Harmon currently serves as Chairperson of the Pension Real Estate Association Foundation, as a director of Urban Alliance and Seizing Every Opportunity, as a member of the Advisory Council for the NYU Stern Center for Business and Human Rights, and as a member of the Council on Foreign Relations. Ms. Harmon was recognized in 2020 by Barron’s on its inaugural list of the 100 Most Influential Women in U.S. Finance, and was recognized by EY as an Entrepreneur of the Year 2019 Mid-Atlantic Award winner and National Finalist. Ms. Harmon earned her bachelor’s degree from Johns Hopkins University and a master of business administration degree from The Wharton School of the University of Pennsylvania.

 

As a non-executive director, Ms. Harmon will receive compensation in the same manner as the Company’s other non-executive directors. For a description of the Company’s non-executive director compensation program, see “Non-Employee Director Compensation” in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 18, 2022.

 

The Company issued a press release on April 10, 2023 announcing the appointment of Ms. Harmon to the Board, a copy of which is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

Exhibit No.   Description
99.1   Press Release dated April 10, 2023, issued by Starwood Property Trust, Inc.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 10, 2023 STARWOOD PROPERTY TRUST, INC.
     
  By:     /s/ Andrew J. Sossen
  Name: Andrew J. Sossen
  Title: Chief Operating Officer and General Counsel

 

 

 

 

Exhibit 99.1

 

 

 

Starwood Property Trust Further Expands Board of Directors with Appointment of Deborah Harmon

 

GREENWICH, Conn., April 10, 2023 /PRNewswire/ -- Starwood Property Trust, Inc. (NYSE: STWD) (“the Company”) today announced that the Board of Directors has appointed Deborah L. Harmon to serve as an independent director. The appointment is effective immediately and Ms. Harmon will stand for election to the Board at the 2023 annual meeting of shareholders to be held on May 18, 2023. The addition of Ms. Harmon brings the total number of Board members to nine, seven of whom are independent directors.

 

“We are thrilled to further expand our Board of Directors with Debbie’s addition as a director. Debbie brings proven and successful real estate experience that will offer additional perspective and insight to the Board and management. This appointment further emphasizes our ongoing commitment to strong governance,” stated Barry Sternlicht, Chairman and CEO of Starwood Property Trust.

 

“Continuing to diversify the Board of Directors at Starwood Property Trust ensures strong alignment with our shareholders. Given the long success of Debbie’s real estate focused career, we are excited to gain access to her valuable knowledge as a member of the Board,” commented Richard D. Bronson, Lead Independent Director.

 

“Joining the Board of Directors of Starwood Property Trust is a compelling opportunity given the Company’s unique positioning and track record of success. I look forward to contributing as the Company continues to pursue its goal to build the leading multi-cylinder real estate and infrastructure finance platform,” stated Ms. Harmon.

 

Ms. Harmon is Co-Founder and Chief Executive Officer of Artemis Real Estate Partners (“Artemis”), a real estate private equity firm with more than $9 billion of capital raised since inception across core, core plus, value-add and opportunistic strategies. Ms. Harmon co-founded Artemis Real Estate Partners in 2009. She has oversight responsibility for the firm, establishing and managing the firm’s strategic direction. Prior to co-founding Artemis, Ms. Harmon spent 17 years establishing and leading the principal investing business at J.E. Robert Companies, Inc., a global real estate investment firm where she was President and Chief Investment Officer from 1997 until her departure in 2007.

 

Ms. Harmon currently serves as Chairperson of the Pension Real Estate Association Foundation, and as a member of the Board of Directors of Urban Alliance and Seizing Every Opportunity (SEO). She serves on the Advisory Council for the NYU Stern Center for Business and Human Rights and as a member of the Council on Foreign Relations. Ms. Harmon was previously appointed by President Obama to serve as a Commissioner for the White House Fellows program and was a member of the Board of Directors for Forest City Enterprises and Avis Group Holdings [NYSE: AVI]. She is a former Trustee of the Urban Land Institute, and previously served on the Board of Directors of the Pension Real Estate Association and Women for Women International. Ms. Harmon was recognized in 2020 by Barron’s on its inaugural list of the 100 Most Influential Women in U.S. Finance, and was recognized by EY as an Entrepreneur of the Year® 2019 Mid-Atlantic Award winner and National Finalist.

 

 

 

 

 

 

She earned a Bachelor of Arts degree from Johns Hopkins University and a Master of Business Administration from The Wharton School of the University of Pennsylvania.

 

About Starwood Property Trust, Inc.

 

Starwood Property Trust (NYSE: STWD), an affiliate of global private investment firm Starwood Capital Group, is a leading diversified finance company with a core focus on the real estate and infrastructure sectors. As of December 31, 2022, the Company has successfully deployed $94 billion of capital since inception and manages a portfolio of over $28 billion across debt and equity investments. Starwood Property Trust's investment objective is to generate attractive and stable returns for shareholders, primarily through dividends, by leveraging a premiere global organization to identify and execute on the best risk adjusted returning investments across its target assets. Additional information can be found at www.starwoodpropertytrust.com.

 

Contact:

Zachary Tanenbaum

Starwood Property Trust

Phone: 203-422-7788

Email: ztanenbaum@starwood.com