Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 16, 2022, Blackstone Mortgage Trust, Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting") at which the Company's stockholders approved the Blackstone Mortgage Trust, Inc. Stock Incentive Plan (the "Stock Incentive Plan") and the Blackstone Mortgage Trust, Inc. Manager Incentive Plan (the "Manager Incentive Plan"). The Stock Incentive Plan and the Manager Incentive Plan each became effective as of the date of such stockholder approval.

The material features of the Stock Incentive Plan are described in the Company's definitive proxy statement for the Annual Meeting filed on April 29, 2022 (the "Proxy Statement") in the section entitled "Proposal 4 - Approval of the Blackstone Mortgage Trust, Inc. Stock Incentive Plan", which is incorporated herein by reference as Exhibit 99.1. Such description is qualified in its entirety by reference to the Stock Incentive Plan, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

The material features of the Manager Incentive Plan are described in the Company's Proxy Statement in the section entitled "Proposal 5 - Approval of the Blackstone Mortgage Trust, Inc. Manager Incentive Plan", which is incorporated herein by reference as Exhibit 99.2. Such description is qualified in its entirety by reference to the Manager Incentive Plan, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 16, 2022, the Company held its Annual Meeting. A quorum was present at the meeting, as required by the Company's Fifth Amended and Restated Bylaws. The immediately following charts set forth the number of votes cast for and against, and the number of abstention votes and broker non-votes, with respect to each matter voted upon by the stockholders.

Proposal 1 - Election of Directors

The following nine individuals were elected to the Company's Board of Directors to serve as directors until the next annual meeting of stockholders and until their successors have been duly elected and qualified.



                         Votes            Votes            Broker
                          For            Withheld        Non-Votes
Michael B. Nash         74,954,276        5,674,231       51,852,800
Katharine A. Keenan     78,625,776        2,002,731       51,852,800
Leonard W. Cotton       78,920,868        1,707,639       51,852,800
Thomas E. Dobrowski     74,861,583        5,766,924       51,852,800
Martin L. Edelman       75,038,514        5,589,993       51,852,800
Nnenna Lynch            78,992,228        1,636,279       51,852,800
Henry N. Nassau         68,766,170       11,862,337       51,852,800
Jonathan L. Pollack     75,378,432        5,250,075       51,852,800
Lynne B. Sagalyn        74,774,728        5,853,779       51,852,800

Proposal 2 - Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified.



   Votes       Votes      Votes
    For       Against   Abstained
131,691,175   481,731    308,401

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Proposal 3 - Advisory Vote on Executive Compensation: To Approve in a Non-binding, Advisory Vote, the Compensation Paid to Our Named Executive Officers

The stockholders approved, on an advisory, non-binding basis, the compensation paid to our named executive officers.



  Votes        Votes       Votes       Broker
   For        Against    Abstained   Non-Votes
77,210,367   2,927,075    491,065    51,852,800

Proposal 4 - Approval of the Blackstone Mortgage Trust, Inc. Stock Incentive Plan

The Blackstone Mortgage Trust, Inc. Stock Incentive Plan was approved.

Votes Votes Votes Broker


   For        Against    Abstained   Non-Votes
78,608,400   1,534,773    485,334    51,852,800

Proposal 5 - Approval of the Blackstone Mortgage Trust, Inc. Manager Incentive Plan

The Blackstone Mortgage Trust, Inc. Manager Incentive Plan was approved.



  Votes        Votes       Votes       Broker
   For        Against    Abstained   Non-Votes
78,477,305   1,629,139    522,063    51,852,800

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.                                    Description

10.1          Blackstone Mortgage Trust, Inc. Stock Incentive Plan

10.2          Blackstone Mortgage Trust, Inc. Manager Incentive Plan

99.1          The section entitled "Proposal 4 - Approval of the Blackstone
            Mortgage Trust, Inc. Stock Incentive Plan", of the Company's
            definitive Proxy Statement on Schedule 14A filed by the Company on
            April 29, 2022 is incorporated herein by reference

99.2          The section entitled "Proposal 5 - Approval of Blackstone Mortgage
            Trust, Inc. Manager Incentive Plan", of the Company's definitive Proxy
            Statement on Schedule 14A filed by the Company on April 29, 2022 is
            incorporated herein by reference

104         Cover page Interactive data file (embedded with in the inline XBRL
            document)

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