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Section 1: 8-K (8-K)

8-K
Terreno Realty Corp false 0001476150 0001476150 2020-05-05 2020-05-05

 

 

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 5, 2020

 

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

 

Maryland

 

001-34603

 

27-1262675

(State or other jurisdictio

nof incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

101 Montgomery Street, Suite 200

San Francisco, CA 94104

(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 (see General 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 67,604,272 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

   

57,127,667

     

5,130,894

     

1,579,054

     

685,622

 

Michael A. Coke

   

63,783,599

     

48,657

     

5,359

     

685,622

 

Linda Assante

   

63,831,025

     

1,280

     

5,310

     

685,622

 

Leroy E. Carlson

   

63,578,758

     

253,476

     

5,381

     

685,622

 

David M. Lee

   

63,649,195

     

183,039

     

5,381

     

685,622

 

Gabriela F. Parcella

   

62,075,643

     

1,756,641

     

5,331

     

685,622

 

Douglas M. Pasquale

   

59,240,414

     

4,591,820

     

5,381

     

685,622

 

Dennis Polk

   

63,578,855

     

253,379

     

5,381

     

685,622

 

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

 

59,109,508

   

4,716,146

     

11,961

     

685,622

 

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 2020 fiscal year were as follows:

For

 

Against

   

Abstain

   

Broker Non Votes

 

64,101,086

   

408,252

     

13,899

     

—  

 

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, 2020 was duly ratified by the Company’s stockholders.

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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 8, 2020

 

 

By:

 

/s/ Jaime J. Cannon

 

 

 

Jaime J. Cannon

 

 

 

Executive Vice President and Chief Financial Officer

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