Terreno Realty Corp false 0001476150 0001476150 2022-05-03 2022-05-03

 

 

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 3, 2022

 

 

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   001-34603   27-1262675
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

10500 NE 8th Street, Suite 301

Bellevue, WA 98004

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

 

 

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 (seeGeneral Instruction A.2. below):

 

 

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))

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. ☐

Securities registered pursuant to Section 12(b) of the Securities Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $0.01 par value per share   TRNO   New York Stock Exchange

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting in San Francisco, California. As of the record date, there were a total of 75,528,354 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

  62,604,111   5,422,552   1,675,177   1,133,843

Michael A. Coke

  67,269,570   2,431,195   1,075   1,133,843

Linda Assante

  65,406,766   4,294,183   891   1,133,843

Leroy E. Carlson

  59,776,261   9,924,475   1,104   1,133,843

David M. Lee

  65,290,109   4,410,657   1,074   1,133,843

Douglas M. Pasquale

  51,909,157   17,791,579   1,104   1,133,843

Dennis Polk

  57,021,176   12,679,546   1,118   1,133,843

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

65,391,982

  4,298,352   11,506   1,133,843

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 ratification of the Audit Committee’s appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2022 fiscal year were as follows:

 

For

 

Against

 

Abstain

 

Broker Non Votes

70,585,171

  201,310   49,202   —  

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, 2022 was duly ratified by the Company’s stockholders.


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 5, 2022     By:  

/s/ Jaime J. Cannon

      Jaime J. Cannon
      Executive Vice President and Chief Financial Officer