UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2025, the stockholders of Terreno Realty Corporation (the “Company”) voted at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) to approve the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), pursuant to which 2,000,000 shares of the Company’s common stock, plus the number of shares remaining available under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), will be available for issuance. The 2025 Plan replaces the 2019 Plan.
Additional information regarding the 2025 Plan is summarized under the heading “Proposal 3 – Approval of the Terreno Realty Corporation 2025 Equity Incentive Plan” in the Company’s Definitive Proxy Statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on March 21, 2025, and is incorporated herein by reference. The summary of the 2025 Plan set forth in the Proxy Statement and the description of the 2025 Plan set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the copies of the 2025 Plan and the Form of Award Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting in Bellevue, Washington. As of the record date, there were a total of 103,019,200 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.
| (a) | Votes regarding the election of the persons named below as directors, each to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies were as follows: |
| Names of Directors |
Total Number of Votes Cast For |
Total Number of Votes Against |
Total Number of Votes Abstain |
Broker Non Votes | ||||||||||||
| W. Blake Baird |
95,336,080 | 3,157,617 | 122,476 | 1,620,384 | ||||||||||||
| Michael A. Coke |
97,230,694 | 1,260,538 | 124,941 | 1,620,384 | ||||||||||||
| Gary N. Boston |
96,036,912 | 2,454,090 | 125,171 | 1,620,384 | ||||||||||||
| LeRoy E. Carlson |
88,187,115 | 10,266,562 | 162,496 | 1,620,384 | ||||||||||||
| Constance von Muehlen |
97,691,317 | 800,534 | 124,322 | 1,620,384 | ||||||||||||
| Irene H. Oh |
96,240,105 | 2,230,359 | 145,709 | 1,620,384 | ||||||||||||
| Douglas M. Pasquale |
93,033,212 | 5,565,056 | 17,905 | 1,620,384 | ||||||||||||
Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies.
| (b) | Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers were as follows: |
| For |
Against |
Abstain |
Broker Non Votes | |||
| 94,621,881 | 3,975,792 | 18,500 | 1,620,384 |
Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders.
| (c) | Votes regarding the approval of the 2025 Plan were as follows: |
| For |
Against |
Abstain |
Broker Non Votes | |||
| 94,759,989 | 3,842,315 | 13,869 | 1,620,384 |
Based on the votes set forth above, the 2025 Plan was approved by the Company’s stockholders.
| (d) | Votes regarding the ratification of the Audit Committee’s appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2025 fiscal year were as follows: |
| For |
Against |
Abstain |
Broker Non Votes | |||
| 99,572,820 | 647,740 | 15,997 | — |
Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered certified public accounting firm of the Company to serve for the fiscal year ending December 31, 2025 was duly ratified by the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
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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.
| Terreno Realty Corporation | ||||||
| Date: May 7, 2025 | By: | /s/ Jaime J. Cannon | ||||
| Jaime J. Cannon | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
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