Apollo Commercial Real Estate Finance Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors (Mark C. Biderman, Pamela G. Carlton, Brenna Haysom, Robert A. Kasdin, Katherine G. Newman, Stuart A. Rothstein, Michael E. Salvati and Carmencita N.M. Whonder) to serve until the 2027 annual meeting and until their successors qualify.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

3. 3

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.

   More detail

   This advisory "say-on-pay" proposal asks stockholders to endorse, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement. Management is seeking this advisory approval to comply with Section 14A of the Exchange Act and the Dodd-Frank Act, and to obtain shareholder feedback on its executive compensation approach. The Company is externally managed by ACREFI Management, LLC (an Apollo subsidiary), and the named executive officers are employees of the Manager or its affiliates; the Company reimburses the Manager for its allocable share of certain compensation (notably the Chief Financial Officer) and grants equity awards under the Company’s Equity Incentive Plans to align Manager personnel with stockholders. The Compensation Committee determined grants and awards after considering qualitative and quantitative performance measures, including portfolio performance, capital management, investor outreach and specified financial metrics such as Distributable Earnings and dividend coverage ratio. Management’s position emphasizes that much of the named executive officers’ compensation is set and paid by Apollo or the Manager (not directly by the Company), and that the advisory vote is non-binding but will be considered by the board and the Compensation Committee when making future compensation decisions. The board recommends a FOR vote, noting the Company’s disclosure, its compensation governance (Compensation Committee oversight), and prior strong shareholder support for compensation (94.8% approval in 2025). Key governance context includes the Company’s external management structure, recent transaction activity (including the Asset Sale) and a Compensation Committee that consults with the Manager in setting equity awards; these facts affect how meaningful shareholder influence over pay may be in practice. A sophisticated evaluation should weigh that the vote is advisory, that pay-setting is largely driven by Apollo and the Manager, and that equity awards to Manager personnel are intended to align interests but may dilute shareholders and create complex incentive linkages tied to both Company and Apollo outcomes.

4. 4

   Transaction of Other Business

   Management

   Consider and vote on any other business that may properly come before the Annual Meeting or any postponements or adjournments thereof; proxies to vote such matters in their discretion.

   More detail

   This agenda item authorizes consideration of any additional matters that may properly arise at the meeting that were not specifically listed in the notice. Management and the board routinely include such an item to provide the proxies the ability to vote on unexpected proposals or procedural matters that arise at the meeting without requiring an additional solicitation. The proxy statement explains that, for any other business properly introduced, the persons named as proxy holders will vote in their discretion, and that if other matters are properly introduced the proxies will exercise their judgment. From a governance and voting mechanics perspective, inclusion of this item allows the company and its proxy holders to address unforeseen items efficiently and helps ensure that a quorum can act on routine adjournment/housekeeping items. There is no specific board recommendation for this generic item because its content is undefined; the proxy materials instead describe how proxies will exercise discretion. For institutional investors, the presence of this item is neutral but worth noting because it can result in votes being cast on matters without prior public disclosure; however, rules and customary practice generally limit the substantive use of such discretion. Analysts should consider broker non-vote rules and the distinction between discretionary proxy authority and explicit shareholder proposals when assessing governance implications.

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When is the Apollo Commercial Real Estate Finance Inc 2026 annual meeting?

Apollo Commercial Real Estate Finance Inc (ARI) holds its 2026 annual shareholder meeting on Thursday, July 9, 2026.

What is the record date for the Apollo Commercial Real Estate Finance Inc 2026 meeting?

The record date for the Apollo Commercial Real Estate Finance Inc 2026 meeting is Monday, May 18, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Apollo Commercial Real Estate Finance Inc's 2026 meeting?

The board is presenting 8 director nominees at the Apollo Commercial Real Estate Finance Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Apollo Commercial Real Estate Finance Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Apollo Commercial Real Estate Finance Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.