Arbor Realty Trust, Inc. (ABR)
NYSE: ABR · Real-Time Price · USD
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At close: Apr 24, 2026, 4:00 PM EDT
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After-hours: Apr 24, 2026, 7:44 PM EDT
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AGM 2023

May 17, 2023

Operator

Hello, welcome to the 2023 Arbor Realty Trust, Inc. annual meeting of stockholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing your message, then clicking the send icon to the right of the message box. The meeting is about to begin.

Paul Elenio
CFO, Arbor Realty Trust

Okay. Thanks, Kurt. This meeting will come to order. Good morning, ladies and gentlemen. I am Paul Elenio, Chief Financial Officer of Arbor Realty Trust. As we have in each of the past several years, this meeting is being conducted virtually. Unfortunately, our Chairman and Chief Executive Officer, Mr. Ivan Kaufman, is unable to be with us today, I will be chairing the meeting, and Mr. John J. Bishar, the Corporate Secretary of Arbor Realty Trust, will serve as Secretary of the meeting. Let me welcome all of you to the 2023 annual meeting of stockholders. As we begin, I'd like to introduce the following directors who are able to join us today. Mr. Elliot Schwartz , Chair of our Corporate Governance Committee, and Mr. Edward Farrell .

Written notice of this meeting was mailed on or about April 17, 2023, to all holders of record of our common stock. The Secretary has presented affidavits certifying to the mailing of the notice. March 30th, 2023, is the record date for the voting of shares at this meeting. The Secretary will file the notice and certificate with the minutes of the company. American Stock Transfer & Trust Company, represented by Miss Christine Pino, has been designated the Inspector of Elections and is participating today. The Inspector has taken the oath of office, which I direct to be filed with the minutes of the meeting. The Secretary will now report the number of shares of common stock entitled to vote at this meeting.

John Bishar
EVP, Senior Counsel, and Corporate Secretary, Arbor Realty Trust

As of the close of business on the record date, March 30, 2023, Arbor Realty Trust, Inc. had outstanding and entitled to vote 183,821,003 shares of common stock, and 16,293,589 shares of special voting preferred stock, each share of which is entitled to one vote. The Inspector of Election has determined that a quorum is present. Therefore, this meeting is duly organized for the transaction of business.

Paul Elenio
CFO, Arbor Realty Trust

We will now proceed with the business agenda. Each of the following proposals is described in detail in the proxy statement distributed in connection with this meeting. I am pleased to announce that from proxies already received, the company has sufficient votes to pass all of the resolutions proposed by the board of directors at the meeting. With respect to the advisory vote on the frequency of the advisory vote on the compensation of the named executive officers, the shareholders have voted to have that occur on an annual basis. The first item of business on the agenda is the election of two Class 2 directors for a three-year term, each to serve until 2026 annual meeting and until their successors are duly elected and qualified.

The Secretary has advised that under the company's bylaws, the only persons who have been properly nominated are those nominees listed in the company's proxy statement, Mr. Ivan Kaufman and Mr. Melvin Lazar. I therefore declare that nominations for the directors are closed. The following resolution is deemed duly presented at this meeting. Resolved, that the stockholders of Arbor Realty Trust hereby vote to elect each of Mr. Ivan Kaufman and Mr. Melvin Lazar to a three-year term, each to serve until 2026 annual meeting and until their successors are duly elected and qualified. The board of directors unanimously recommends that stockholders vote for this proposal. The second item of business on the agenda is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm to examine and report on the financial statements of the company for the 2023 fiscal year.

The following resolution is deemed duly presented at this meeting. Resolved, that the stockholders of Arbor Realty Trust hereby ratify that the appointment of Ernst & Young as the company's independent registered public accounting firm for the 2023 fiscal year. The board of directors unanimously recommends that stockholders vote for this proposal. Mr. Robert Hatch, a representative of Ernst & Young, is participating in the meeting today and is available to respond to appropriate questions from stockholders during the question and answer period. The third item of business on the agenda is the adoption of a non-binding advisory resolution to approve the compensation of the company's named executive officers. The following resolution is deemed duly presented at this meeting.

Resolved, that the stockholders of Arbor Realty Trust hereby ratify a non-binding advisory resolution to approve the compensation of the company's named executive officers, that the board of directors unanimously recommends that stockholders vote for this proposal. The last item of business on the agenda is the approval for the non-binding advisory vote on the compensation of the named executive officers to occur on a triannual basis. The following resolution is deemed duly presented at this meeting. Resolved, that the stockholders of Arbor Realty Trust hereby adopt and ratify the frequency of three years with respect to the frequency of a non-binding resolution to approve the compensation of the corporation's named executive officers. The board of directors unanimously recommends that stockholders vote for this proposal. The polls are now open for voting on these proposals.

If you have previously voted by proxy, you do not need to vote during the meeting unless you wish to change your vote. Voting at the meeting revokes any prior proxy you may have submitted. If you're attending the meeting as a stockholder of record or beneficial owner, and you've logged into the meeting by following the instructions given in the proxy statement, you can vote your shares by clicking the link, Proxy Voting Site, on the meeting page on the left and then following the prompts. We will close the polls promptly following the conclusion of the question and comment period. The floor is now open for questions or comments from stockholders of the company.

If you're attending the meeting as a stockholder of record or beneficial owner, and you have logged into the meeting using your control number, you can ask a question by clicking the messaging icon on the left side of the toolbar appearing at the top of the meeting page and then typing and submitting your question by clicking the send icon to the right of the text box. The floor is now open for stockholder questions or comments at this time. Mr. Secretary, are there any questions?

John Bishar
EVP, Senior Counsel, and Corporate Secretary, Arbor Realty Trust

No, there are no questions, Paul.

Paul Elenio
CFO, Arbor Realty Trust

Okay, thanks. That concludes our question and comment period. If you intend to vote your shares during the meeting, please do so now. Again, I emphasize that if you previously voted by proxy, it is not necessary to vote during the meeting unless you wish to change your vote. Voting during the meeting revokes your prior proxy. I will pause for a moment for any last votes to be submitted. Unless we have other votes, we declare the polls closed. All votes and proxies are now in the custody of Inspector of Election. Mr. Bishar, will you please report on the voting results?

John Bishar
EVP, Senior Counsel, and Corporate Secretary, Arbor Realty Trust

The Inspector of Election has determined that each of the four proposals has been approved by the necessary votes. All of the resolutions have been duly adopted. With respect to the advisory vote, on the frequency of the advisory vote on the compensation of the named executive officers, the shareholders have voted to have that occur on an annual basis.

Paul Elenio
CFO, Arbor Realty Trust

The Secretary will file the master ballot and the final report of the Inspector of Election with the minutes of the meeting of the company stockholders. We are pleased by your attendance at this meeting. We are grateful for your interest and support of Arbor Realty Trust. This concludes the 2023 annual meeting of the company stockholders. I declare the meeting adjourned.

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