Peakstone Realty Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PKST
Real Estate Investment Trusts
Real Estate
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): June 18, 2024
(Exact name of registrant as specified in its charter)
Commission File Number: 001-41686
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(310 ) 606-3200
(Registrant's telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The board of trustees of Peakstone Realty Trust (the “Company”) previously adopted, subject to shareholder approval, the First Amendment (the “Amendment”) to the
Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Plan”), which was approved by the Company’s shareholders on June 18, 2024 at the Company’s 2024 annual meeting of shareholders (the “Annual
Meeting”). The Amendment increases the aggregate number of common shares of beneficial interest of the Company, par value $0.001 per share (the “Shares”), that may be issued under awards pursuant to the Plan by 1,285,700 Shares.
The foregoing description of the Amendment to the Plan is qualified in its entirely by reference to the text of such Amendment, which is filed as Exhibit 10.1 hereto, and
incorporated herein by reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 18, 2024, the Company held the Annual Meeting, at which a quorum was present. The Company held its Annual Meeting to consider and vote on the four proposals set
forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 29, 2024. The final voting results are set forth below.
Proposal 1 – Election of Trustees
The Company’s shareholders elected the five nominated trustees identified below, each to serve and to hold office for a one-year term until the close of the Company’s
next annual meeting of shareholders in 2025 and until their successors are duly elected and qualify, with the votes cast as follows:
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Nominees
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Votes For
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Votes Withheld
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Broker Non-Vote
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Carrie DeWees
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11,918,337
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727,783
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11,721,023
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Michael J. Escalante
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12,010,064
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636,056
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11,721,023
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Jeffrey Friedman
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12,067,897
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578,223
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11,721,023
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Samuel Tang
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11,970,342
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675,778
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11,721,023
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Casey Wold
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10,519,998
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2,126,122
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11,721,023
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Proposal 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2024, with the votes cast as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Vote
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23,749,693
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413,448
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204,002
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Proposal 3 – Advisory (Non-Binding) Vote on the Compensation Paid to the Company’s Named Executive Officers
The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers, with the votes cast as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Vote
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10,234,632
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2,090,772
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320,716
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11,721,023
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Proposal 4 – Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan
The Company’s shareholders approved the Amendment to the Plan, with the votes cast as follows:
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Votes For
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Votes Against
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Abstain
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Broker Non-Vote
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10,691,646
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1,664,248
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290,226
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11,721,023
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No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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First Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan
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104
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Cover Page Interactive Date File (embedded within the Inline XBRL document)
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Signature(s)
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.
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Peakstone Realty Trust
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Date: June 21, 2024
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By:
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/s/Javier F. Bitar
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Javier F. Bitar
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Chief Financial Officer and Treasurer
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