Arbor Realty Trust : 2024 Proxy Statement 566.9 KB

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GENERAL INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement, the accompanying proxy card and notice of annual meeting are provided in connection with the solicitation of proxies by and on behalf of the Board of Directors of Arbor Realty Trust, Inc., a Maryland corporation, for use at the annual meeting of stockholders to be held in a virtual-only format on May 22, 2024, at 11:00 a.m., ET, and any adjournments or postponements thereof.

The mailing address of our executive office is 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553. This proxy statement, the accompanying proxy card and the notice of annual meeting are first being mailed (or emailed solely with respect to the proxy card relating to the special voting preferred stock) on or about April 18, 2024 to holders of our common stock, par value $0.01 per share (the "common stock"), and special voting preferred stock, par value $0.01 per share (the "special voting preferred stock"), of record at the close of business on April 1, 2024. The outstanding shares of common stock and special voting preferred stock are the only securities entitled to vote at the annual meeting, and we refer to these securities, collectively, as our voting securities. Along with this proxy statement, we are also sending our Annual Report to Stockholders for the year ended December 31, 2023 ("2023 Annual Report").

A proxy may confer discretionary authority to vote with respect to any matter presented at the annual meeting. As of the date of this proxy statement, management has no knowledge of any business that will be presented for consideration at the annual meeting and that would be required to be set forth in this proxy statement or the related proxy card other than the matters set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented at the annual meeting for consideration, it is intended that the persons named in the enclosed proxy card and acting thereunder will vote in accordance with their discretion on any such matter.

Instructions to Attend and Vote at the Virtual Annual Meeting

Record Holders:If you were a stockholder of record as of the close of business on April 1, 2024 (i.e., you held your shares in your own name as reflected in the records of our transfer agent, Equiniti Trust Company, LLC ("ETC"), formally known as American Stock Transfer & Trust Company, you can attend the annual meeting by accessing https:// web.lumiconnect.com/286720334and selecting the button "I have a Control Number." You will then be directed to a screen where you will enter: (1) the 11-digit control number on the proxy card; and (2) the meeting password "arbor2024". Please note the meeting password is case sensitive. Once you have completed these steps, select the "login" button, which will take you to the annual meeting page (the "Meeting Page") where you can vote, submit written questions and listen to the meeting. If you are a stockholder of record and misplaced your 11-digit control number, please call ETC at (800)

937-5449.

Beneficial Owners:If you were a beneficial owner as of the close of business on April 1, 2024 (i.e., you held your shares in "street name" through an intermediary, such as a bank, broker or other nominee), you must register in advance to attend the annual meeting. To register, please obtain a legal proxy from the bank, broker or other nominee that is the record holder of your shares and then submit the legal proxy, along with your name and email address, to ETC to receive an 11- digit control number that may be used to access the annual meeting site provided above. Any control number that was provided with your proxy materials, likely a 16-digit number, will not provide access to the annual meeting site. Requests for registration and submission of legal proxies should be labeled as "Legal Proxy" and must be received by ETC no later than 5 p.m., ET, on May 15, 2024. All such requests should be submitted (1) by email to proxy@equiniti.com, (2) by facsimile to (718) 765-8730, or (3) by mail to Equiniti Trust Company, LLC, Attn: Proxy Tabulation Department, 55 Challenger Rd Suite 200B, 2nd floor, Ridgefield Park, NJ 07660. Obtaining a legal proxy may take several days and stockholders are advised to register as far in advance as possible. Once you have obtained your 11-digit control number from ETC, please follow the steps set forth above for "Record Holders" to attend the annual meeting.

Attending as a Guest:If you are a record holder or beneficial owner as of the close of business on April 1, 2024 (the "record date"), and would like to enter the annual meeting as a guest in listen-only mode, go to https:// web.lumiconnect.com/286720334and select the button "I am a guest." Please note you will not have the ability to ask questions or vote during the meeting if you participate as a guest.

Record holders and beneficial owners should call ETC at (800) 937-5449 with any questions about attending the annual meeting. If you encounter any difficulty accessing the annual meeting, please visit https://go.lumiglobal.com/faqfor assistance.

Asking Questions:If you are attending the annual meeting as a stockholder of record or beneficial owner who has registered for the meeting, you can ask questions by clicking the messaging icon on the right side of the toolbar appearing at the top of the Meeting Page and then typing and submitting your question.

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Voting Shares:If you are attending the annual meeting as a stockholder of record or beneficial owner as of the record date, who has registered for the meeting, you can vote during the meeting by clicking the link "Proxy Voting Site" on the Meeting Page and following the prompts.

Voting

If you hold your shares of our voting securities in your own name as a holder of record, you may instruct the proxies to vote your shares by signing, dating and mailing the proxy card in the postage-paid envelope provided. In addition, you may vote your shares of our voting securities during the annual meeting.

If your shares are held on your behalf by a broker, bank or other nominee, you will receive instructions from such individual or entity that you must follow in order to have your shares voted at the annual meeting.

Authorization of your proxy via telephone or the Internet may also be available depending on how you hold your shares. Please reference your proxy card for instructions on how to authorize your proxy by these methods.

Right to Revoke Proxy

If you hold shares of our voting securities in your own name as a holder of record, you may revoke your proxy instructions through any of the following methods:

• send written notice of revocation, prior to the annual meeting, to our Corporate Secretary, at Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York 11553;
• sign and mail a new, later dated proxy card to our Corporate Secretary at the address specified above;
• authorize a later dated vote via the telephone or Internet at least 24 hours prior to the annual meeting; or
• attend the annual meeting and vote your shares during the meeting.

If your shares are held on your behalf by a broker, bank or other nominee, you must contact such broker, bank or other nominee to receive instructions as to how you may revoke your proxy instructions.

Matters to be Considered at the Annual Meeting

At the annual meeting, our stockholders will consider and vote upon:

1. The election of a Class II director, to serve until the 2026 annual meeting of stockholders and until her successor is duly elected and qualified, and three Class III directors, each to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;
2. A proposal to amend and restate our Stock Incentive Plan to authorize the issuance of an additional 5,000,000 shares of common stock as grants of restricted stock, restricted stock units or underlying stock options under the Stock Incentive Plan and to extend the term of the plan until May 22, 2034;
3. The ratification of the appointment of Ernst & Young LLP ("Ernst & Young") as our independent registered public accounting firm for 2024;
4. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this proxy statement; and
5. The transaction of any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

This proxy statement, form of proxy and voting instructions are being mailed starting on or about April 18, 2024.

Solicitation of Proxies

The enclosed proxy is solicited by and on behalf of our Board of Directors (the "Board" or the "Board of Directors"). The expense of preparing, printing and mailing this proxy statement and the proxies solicited hereby are paid for by the Company. In addition to the use of the mail, proxies may be solicited by officers and directors, without additional remuneration, by personal interview, telephone or otherwise. We will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial owners of voting securities held of record at the close of business on April 1, 2024 and will provide reimbursement for the cost of forwarding the material. In addition, we have engaged Alliance Advisors LLC to assist in soliciting proxies from brokers, banks and other nominee holders of our common stock at a cost of approximately $8,000 plus reasonable out-of-pocket expenses.

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Stockholders Entitled To Vote

As of the close of business on April 1, 2024, the record date, there were 189,452,116 shares of our common stock and 16,293,589 shares of our special voting preferred stock outstanding and entitled to vote. Each share of our common stock and special voting preferred stock entitles the holder to one vote. Stockholders of record at the close of business on April 1, 2024 are entitled to attend and vote at the annual meeting or any adjournment or postponement thereof.

Required Quorum/Vote

A quorum will be present if stockholders entitled to cast a majority of all the votes entitled to be cast at the annual meeting are present in the meeting or by proxy. If you have returned a valid proxy or if you hold your shares of our voting securities in your own name as a holder of record as of the record date and you attend the annual meeting, your shares will be counted for the purpose of determining whether there is a quorum. If a quorum is not present, the annual meeting may be adjourned by the chairman of the meeting or the stockholders entitled to vote at the annual meeting, present in the meeting or by proxy, to a date no more than 120 days after the record date without notice other than announcement at the annual meeting.

Abstentions and broker non-votes will be counted in determining the presence of a quorum. "Broker non-votes" occur when a bank, broker or other nominee holding shares for a beneficial owner returns a properly executed proxy but does not vote on a particular proposal because the bank, broker or other nominee does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Under the rules of the New York Stock Exchange (the "NYSE"), banks, brokers and other nominees who hold shares in "street name" may have the authority to vote on certain matters when they do not receive instructions from beneficial owners. Banks, brokers and other nominees that do not receive instructions are not entitled to vote on (1) the election of directors contained in Proposal No. 1; (2) the proposal to amend and restate the Company's Stock Incentive Plan contained in Proposal No. 2; and (3) the advisory vote on executive compensation contained in Proposal No. 4, but may vote on the ratification of the appointment of the independent registered public accounting firm contained in Proposal No. 3.

Election of each of the director nominees named in Proposal No. 1 requires the affirmative vote of a majority of the votes cast in the election of directors at the annual meeting by holders of our voting securities, except in the case of contested elections, which would require the affirmative vote of a plurality of all the votes cast. In such latter case, the director nominees receiving the highest number of affirmative votes will be elected directors. Shares represented by properly executed and returned proxies will be voted, if authority to do so is not withheld, for the election of the Board of Directors' nominees named in Proposal No. 1. Votes may be cast in favor of or against each of the director nominees. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the outcome of the vote on the election of directors. Stockholders may not cumulate votes in the election of directors.

Approval of the amendment and restatement of the Stock Incentive Plan, as specified in Proposal No. 2, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. For purposes of the vote on the Stock Incentive Plan, abstentions and broker non-votes will not have any effect on the result of the vote.

Ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2024, as specified in Proposal No. 3, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. If this appointment is not ratified by holders of our voting securities, the Audit Committee and our Board of Directors may each reconsider its appointment and endorsement. Abstentions will not be counted as votes cast and will have no effect on the outcome of the vote for this proposal. We do not expect any broker non-votes on this proposal. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interest.

Approval, on an advisory basis, of the compensation of our named executive officers ("NEOs") as disclosed in this proxy statement, as specified in Proposal No. 4, requires the affirmative vote of a majority of the votes cast on the proposal at the annual meeting by holders of our voting securities. Abstentions and broker non-votes will not be counted as having been cast and will have no effect on the outcome of the vote for this proposal. The vote on Proposal No. 4 is non-binding on the Board and the Compensation Committee and will not be construed as overruling any decision by the Board or the Compensation Committee. The Board and the Compensation Committee expect to take the results of this vote into consideration when making future compensation decisions with respect to the NEOs, but are not required to do so.

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If the enclosed proxy is properly executed and returned to us in time to be voted at the annual meeting, it will be voted as specified on the proxy, unless it is properly revoked prior thereto. If no specification is made on the proxy as to any one or more of the proposals, the following action will be taken with respect to each share of our voting securities represented by the proxy:

1. A vote will be cast FOR the election of one Class II director, to serve until the 2026 annual meeting of stockholders and until her successor is duly elected and qualified, and FOR the election of the three Class III directors, each to serve until the 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified;
2. A vote will be cast FOR the amendment and restatement of the Stock Incentive Plan to authorize the issuance of an additional 5,000,000 shares of common stock as grants of restricted stock, restricted stock units or underlying stock options under the Stock Incentive Plan and to extend the term of the plan until May 22, 2034;
3. A vote will be cast FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for 2024;
4. A vote will be cast FOR the adoption of a non-binding advisory resolution to approve the compensation of our named executive officers as disclosed in this proxy statement; and
5. A vote will be cast in the discretion of the proxy holder on any other business that properly comes before the annual meeting or any adjournment or postponement thereof.

As of the date of this proxy statement, we are not aware of any other matter to be presented at the annual meeting.

Multiple Copies of Annual Report to Stockholders

A copy of our 2023 Annual Report will be mailed to stockholders entitled to vote at the annual meeting with this proxy statement and is also available without charge to stockholders upon written request to: Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553, Attn: Investor Relations. You may also access our 2023 Annual Report as filed with the Securities and Exchange Commission (the "SEC") under the "Investor Relations - SEC Filings" link on our website at www.arbor.com.

With a view towards environmental concerns, and in order to reduce printing and postage costs, we have undertaken an initiative to deliver only one annual report and one proxy statement to multiple stockholders sharing an address. However, this delivery method, called "householding," will not be used if we receive contrary instructions from one or more of the stockholders sharing an address. If your household has received only one annual report and one proxy statement, we will deliver promptly a separate copy of the annual report and the proxy statement to any stockholder who sends a written request to the Corporate Secretary, Arbor Realty Trust, Inc., 333 Earle Ovington Boulevard, Suite 900, Uniondale, New York, 11553. You may also contact our Corporate Secretary at (516) 506-4200. You may also write to our Corporate Secretary if you would like to receive separate copies of our annual report and proxy statement in the future. Even if your household has received only one annual report and one proxy statement, a separate proxy card has been provided for each stockholder account. If you are submitting a proxy by mail, each proxy card should be marked, signed, dated and returned in the enclosed self-addressed envelope.

If your household has received multiple copies of Arbor's annual report and proxy statement, you can request the delivery of a single copy in the future by marking the designated box on the enclosed proxy card.

If you own shares of common stock through a bank, broker or other nominee and receive more than one annual report and proxy statement, contact the holder of record to eliminate duplicate mailings.

Voting Results

ETC, our independent tabulating agent, will have a representative present at the annual meeting and will tabulate the votes and act as the Inspector of Election. We will publish the voting results in a Current Report on Form 8-K, which will be filed within four business days of our annual meeting of stockholders.

Confidentiality of Voting

We will keep all proxies, ballots and voting tabulations confidential. We will permit only our Inspector of Election, ETC, and our outside legal counsel to examine these documents, except: (1) as necessary to meet applicable legal requirements; (2) if a stockholder writes comments on the proxy card directed to our Board of Directors or management; or

(3) in the event a proxy solicitation in opposition to the election of the nominees is initiated.

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