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    Peakstone Realty Trust filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    5/29/25 4:18:17 PM ET
    $PKST
    Real Estate Investment Trusts
    Real Estate
    Get the next $PKST alert in real time by email
    false0001600626NYSE00016006262025-05-282025-05-28

    UNITED STATES
    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):  May 28, 2025

    Peakstone Realty Trust
    (Exact name of registrant as specified in its charter)

    Commission File Number:  001-41686
     
    Maryland
     
    46-4654479
    (State or other jurisdiction of incorporation)
     
    (IRS Employer Identification No.)

    1520 E. Grand Avenue, El Segundo, CA 90245
    (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:
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered



    Common shares, $0.001 par value per share
    PKST
    New York Stock Exchange

    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. ☐



    Item 5.02.
    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    The board of trustees of Peakstone Realty Trust (the “Company”) previously adopted, subject to shareholder approval, the Second Amendment (the “Amendment”) to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (as amended, the “Plan”), which was approved by the Company’s shareholders on May 28, 2025 at the Company’s 2025 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 2,000,000 Shares.
     
    The foregoing description of the Amendment to the Plan is qualified in its entirety by reference to the text of such Amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.
     
    Item 5.07
    Submission of Matters to a Vote of Security Holders.
     
    On May 28, 2025, 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 (the “Proxy”), which was filed with the U.S. Securities and Exchange Commission on April 11, 2025. 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 as a trustee until the Company’s 2026 annual meeting of shareholders and until their successors are duly elected and qualify, with the votes cast as follows:
     
    Nominees
     
    Votes For
     
    Votes Withheld
     
    Broker Non-Vote
    Carrie DeWees
     
    13,657,774
     
    546,925
     
    10,585,372
    Michael J. Escalante
     
    13,821,043
     
    383,656
     
    10,585,372
    Jeffrey Friedman
     
    13,810,676
     
    394,023
     
    10,585,372
    Samuel Tang
     
    13,788,331
     
    416,368
     
    10,585,372
    Casey Wold
     
    13,097,522
     
    1,107,177
     
    10,585,372
     
    Proposal 2 – 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 as described in the Proxy, with the votes cast as follows:
     
    Votes For
     
    Votes Against
     
    Abstain
     
    Broker Non-Vote
    12,471,015
     
    1,454,548
     
    279,136
     
    10,585,372

    Proposal 3 – 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 as described in the Proxy, with the votes cast as follows:
     
    Votes For
     
    Votes Against
     
    Abstain
     
    Broker Non-Vote
    13,224,813
     
    713,628
     
    266,258
     
    10,585,372

    Proposal 4 – 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, 2025, with the votes cast as follows:


    Votes For
     
    Votes Against
     
    Abstain
     
    Broker Non-Vote
    24,147,069
     
    423,226
     
    219,776
     
    -

    No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.
     
    Item 9.01.
    Financial Statements and Exhibits.
     
    (d) Exhibits.
     
    Exhibit
    No
    Description
       
    10.1
    Second Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan
       
    104
    Cover Page Interactive Data File (embedded within the Inline XBRL document)


    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.

       
    Peakstone Realty Trust
         
    Date: May 29, 2025
    By: 
    /s/ Javier F. Bitar
       
    Javier F. Bitar
       
    Chief Financial Officer and Treasurer



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