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

    5/21/25 4:30:22 PM ET
    $SILA
    Real Estate Investment Trusts
    Real Estate
    Get the next $SILA alert in real time by email
    cik0001567925-20250521
    false000156792500015679252025-05-212025-05-21

    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 21, 2025
    ___________________________________________
    SILA REALTY TRUST, INC.
    (Exact Name of Registrant as Specified in Its Charter)
    ___________________________________________
    Maryland 001-42129 46-1854011
    (State or other jurisdiction of
    incorporation or organization)
     (Commission
    File Number)
     (I.R.S. Employer
    Identification No.)
    1001 Water St.
    Suite 800
    Tampa, Florida 33602
    (Address of principal executive offices)
    (813) 287-0101
    (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 classTrading SymbolName of each exchange on which registered
    Common Stock, $0.01 par value per shareSILANew 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.
    As described below in Item 5.07 of this Current Report on Form 8-K, on May 21, 2025, the stockholders of Sila Realty Trust, Inc. (the "Company") approved the Amended and Restated 2014 Restricted Share Plan (as amended, the "Amended and Restated Restricted Share Plan") at the Company's 2025 Annual Meeting of Stockholders (the "Annual Meeting"). The Amended and Restated Restricted Share Plan increases the number of authorized shares of common stock reserved for issuance under the plan by 1,000,000 shares and provides for the continuation of the plan until it is terminated by the board of directors of the Company (the "Board").
    A description of the material terms of the Amended and Restated Restricted Share Plan is set forth in Proposal No. 4 in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 4, 2025 (the "Proxy Statement"), and such description is incorporated by reference herein. The summary above is qualified in its entirety by reference to the full text of the Amended and Restated Restricted Share Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
    Item 5.07    Submission of Matters to a Vote of Security Holders.
    As disclosed in the Proxy Statement, the Company held its Annual Meeting on May 21, 2025. At that time, the Company's stockholders (i) elected six directors – Z. Jamie Behar, Adrienne Kirby, Jonathan Kuchin, Verett Mims, Roger Pratt, and Michael Seton – to the Board of the Company to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (ii) approved, on a non-binding advisory basis, the Company's executive compensation ("say-on-pay"); (iii) ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and (iv) approved the Amended and Restated Restricted Share Plan.
    PROPOSAL NO. 1 — ELECTION OF DIRECTORS
    The voting results with respect to the election of directors were as follows:
    Name of DirectorForAgainstAbstainBroker Non-Votes
    Z. Jamie Behar24,463,413186,8201,172,47412,924,766
    Adrienne Kirby24,448,960204,1431,169,60412,924,766
    Jonathan Kuchin24,246,199405,7811,170,72712,924,766
    Verett Mims24,467,801174,6361,180,27012,924,766
    Roger Pratt24,430,074217,7351,174,89812,924,766
    Michael Seton24,484,080162,6731,175,95412,924,766
    PROPOSAL NO. 2 — NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
    The voting results with respect to the approval (on a non-binding advisory basis) of the Company's named executive officer compensation were as follows:
    ForAgainstAbstainBroker Non-Votes
    23,348,4161,124,6411,349,65012,924,766
    PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
    The voting results with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, were as follows:
    ForAgainstAbstain
    37,175,712369,0091,202,752
    PROPOSAL NO. 4 — AMENDMENT OF THE COMPANY'S RESTRICTED SHARE PLAN
    The voting results with respect to the approval of the Amended and Restated Restricted Share Plan were as follows:
    ForAgainstAbstainBroker Non-Votes
    23,001,5881,500,8861,320,23312,924,766




    Item 9.01    Financial Statements and Exhibits.
    (d) Exhibits
    10.1
    Amended and Restated Restricted Share Plan, dated April 2, 2025.
    104Cover Page Interactive Data File (embedded within the Inline XBRL document).



    SIGNATURE
    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.
    SILA REALTY TRUST, INC.
    Dated: May 21, 2025By:/s/ Kay C. Neely
    Name:Kay C. Neely
    Title:Chief Financial Officer

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