UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 1.01. | Entry Into a Material Definitive Agreement. |
On May 6, 2024, Piedmont Operating Partnership, LP, a subsidiary of Piedmont Office Realty Trust, Inc. (the “Registrant”), entered into amendments to the agreements governing its $200 million unsecured 2024 term loan, its $250 million unsecured 2018 term loan and its $600 million unsecured 2022 line of credit. These amendments conformed certain terms of the $250 million unsecured 2018 term loan and the $600 million unsecured 2022 line of credit to the terms of the $200 million unsecured 2024 term loan and amended the terms of each agreement to permit the issuance of certain common categories of customary permitted indebtedness.
The foregoing does not purport to be a complete description of the terms of the amendments to the $200 million unsecured 2024 term loan, the $250 million unsecured 2018 term loan and the $600 million unsecured 2022 line of credit. The foregoing is qualified in its entirety by reference to the text of the various amendments which are attached as Exhibits 10.1, 10.2 and 10.3 hereto.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amendments to Second Amended and Restated 2007 Omnibus Incentive Plan
On May 7, 2024, the Registrant’s stockholders approved amendments to the Piedmont Office Realty Trust, Inc. Second Amended and Restated 2007 Omnibus Incentive Plan (as amended, the “Amended Incentive Plan”). These amendments were authorized and approved by the Registrant’s Board of Directors (the “Board”) on March 12, 2024 and April 9, 2024, subject in each case to approval by the Registrant’s stockholders at the Registrant’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”). The Amended Incentive Plan amends the Registrant’s existing Second Amended and Restated 2007 Omnibus Incentive Plan (the “Prior Plan”) to, among other things, (i) increase the number of shares of common stock available for issuance by 5,000,000 shares from 8,666,667 to 13,666,667, (ii) add a minimum holding period requirement and minimum vesting period requirement with respect to incentive awards under the Amended Incentive Plan; and (iii) make certain other amendments to the Prior Plan.
The foregoing description of the terms and conditions of the Amended Incentive Plan is qualified in its entirety by reference to the terms and conditions of the Amended Incentive Plan, with copies of the amendments made to the Prior Plan filed as Exhibits 10.4 and 10.5 hereto and incorporated herein by reference.
Certain Board Changes
The information included in Item 8.01 is included herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 7, 2024, the Registrant held its 2024 Annual Meeting virtually. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
The following matters were submitted to a vote of the stockholders:
The Registrant’s stockholders elected the following individuals to its board of directors for one-year terms expiring in 2025:
| Name |
Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstained |
Broker Non- Votes | ||||
| Kelly H. Barrett |
88,536,934 | 3,627,895 | 163,414 | 11,626,110 | ||||
| Glenn G. Cohen |
91,248,211 | 910,193 | 169,528 | 11,626,110 | ||||
| Venkatesh S. Durvasula |
91,632,362 | 415,806 | 279,540 | 11,626,110 | ||||
| Mary M. Hager |
91,384,578 | 673,526 | 270,140 | 11,626,110 |
| Barbara B. Lang |
90,179,170 | 1,974,896 | 174,177 | 11,626,110 | ||||
| C. Brent Smith |
91,749,824 | 404,700 | 173,719 | 11,626,110 | ||||
| Dale H. Taysom |
91,811,677 | 343,599 | 172,967 | 11,626,110 |
The Registrant’s stockholders voted to ratify the appointment of Deloitte and Touche, LLP, as independent registered public accountants for the fiscal year ended December 31, 2024, as follows:
| Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstained | ||
| 100,952,463 | 2,808,111 | 193,468 |
The Registrant’s stockholders voted to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement as follows:
| Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstained |
Broker Non-Votes | |||
| 84,674,924 | 6,139,053 | 1,514,266 | 11,626,110 |
Finally, the Registrant’s stockholders voted to approve amendments to the Prior Plan as disclosed in the proxy statement as follows:
| Number of Shares Voted For |
Number of Shares Voted Against |
Number of Shares Abstained |
Broker Non-Votes | |||
| 86,167,471 | 5,845,316 | 315,456 | 11,626,110 |
| Item 8.01. | Other Events. |
On May 7, 2024, the Board appointed Kelly H. Barrett as Chair of the Board of Directors. Additionally, Mr. Frank McDowell, former Chair of the Board of Directors, and Mr. Jeffrey L. Swope, Chair of the Capital Committee retired from the Board of Directors at the 2024 Annual Meeting. Dale H. Taysom will serve as Chair of the Capital Committee beginning on May 7, 2024.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| 10.5 | Amendment No. 2 to the Second Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Registrant’s Supplement to Proxy Statement filed with the Commission on April 10, 2024). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
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.
| Piedmont Office Realty Trust, Inc. | ||||||
| (Registrant) | ||||||
| Date: May 7, 2024 | By: | /s/ Robert E. Bowers | ||||
| Robert E. Bowers | ||||||
| Chief Financial Officer and Executive Vice President | ||||||