UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
2025 Annual Meeting of Stockholders
City Office REIT, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) at the Company’s corporate offices in Vancouver, British Columbia, on Thursday, May 1, 2025. The proposals considered and approved by stockholders at the 2025 Annual Meeting were the following:
| • | the election of six directors to the board of directors; |
| • | the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| • | the approval, on an advisory basis, of the compensation of the Company’s named executive officers (the “Named Executive Officers”) for 2024; and |
| • | the approval of an amendment to the Company’s Equity Incentive Plan (the “Plan”), to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes. |
Election of Directors
Each of the individuals listed below was duly elected as a director of the Company to serve until the 2026 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Set forth below are the results of the vote for the election of directors:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | ||||
| John Sweet |
23,325,834 | 187,991 | 52,399 | 5,271,262 | ||||
| James Farrar |
23,078,678 | 434,033 | 53,513 | 5,271,262 | ||||
| Michael Mazan |
19,435,598 | 4,021,678 | 108,948 | 5,271,262 | ||||
| John McLernon |
19,016,538 | 4,441,017 | 108,669 | 5,271,262 | ||||
| Sabah Mirza |
17,680,128 | 5,760,384 | 125,712 | 5,271,262 | ||||
| Mark Murski |
23,066,146 | 445,771 | 54,307 | 5,271,262 |
Appointment of Independent Registered Public Accounting Firm
A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2025 was also presented at the 2025 Annual Meeting. Set forth below are the results of the vote for the ratification of the appointment of KPMG LLP as the Company’s independent auditor:
| Votes For |
Votes Against |
Abstentions | ||
| 28,478,885 | 242,872 | 115,729 |
Approval of Executive Compensation
A proposal to approve, on an advisory basis, the compensation for the Named Executive Officers for 2024 was presented at the 2025 Annual Meeting. Set forth below are the results of the nonbinding vote:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 22,819,690 | 630,288 | 116,245 | 5,271,263 |
Approval of an Amendment to the Company’s Equity Incentive Plan
A proposal to amend the Plan was also presented at the 2025 Annual Meeting to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes. Set forth below are the results of the vote for the amendment of the Plan:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 22,322,342 | 1,144,637 | 99,244 | 5,271,263 |
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 10.1 | Amendment No. 3 to the City Office REIT, Inc. Equity Incentive Plan, dated February 19, 2025, incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 12, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITY OFFICE REIT, INC. | ||||||
| Date: May 5, 2025 | By: | /s/ Anthony Maretic | ||||
| Name: | Anthony Maretic | |||||
| Title: | Chief Financial Officer, Secretary and Treasurer | |||||