Piedmont Office Realty Trust, Inc. (NYSE:PDM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k

8 years ago

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Amended and Restated 2007 Omnibus Incentive Plan

On May 18, 2017, the stockholders of Piedmont Office Realty Trust,
Inc. (the Registrant) approved the Piedmont Office Realty Trust,
Inc. Amended and Restated 2007 Omnibus Incentive Plan (the Amended
Plan). The Amended Plan was authorized and approved by the
Registrants Board of Directors (the Board) on March 20, 2017,
subject to approval by the Registrants stockholders at the
Registrants 2017 annual meeting of stockholders (the 2017 Annual
Meeting). The Amended Plan amends the Registrants existing 2007
Omnibus Incentive Plan (the Prior Plan) to, among other things, (i)
increase the number of shares of common stock available for
issuance from 4,666,667 to 5,666,667, (ii) extend the expiration
date for ten years following the expiration of the Prior Plan, and
(iii) make certain other amendments to the Prior Plan.

The foregoing description of the terms and conditions of the
Amended Plan is qualified in its entirety by reference to the terms
and conditions of the Amended Plan, a copy of which is filed as
Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 18, 2017, the Registrant held its 2017 Annual Meeting in
Alpharetta, Georgia. Proxies for the meeting were solicited to
Regulation 14A under the Securities Exchange Act of 1934, as
amended.

The following matters were submitted to a vote of the
stockholders:

The Registrants stockholders elected the following individuals to
its board of directors for one-year terms expiring in 2018:



Name	Number of Shares Voted For	Number of Shares Withheld		Broker Non-Votes
Kelly H. Barrett	109,361,131		1,824,730		15,550,213
Wesley E. Cantrell	109,483,020		1,702,505		15,550,213
Barbara B. Lang	109,518,170		1,667,691		15,550,213
Frank C. McDowell	108,903,942		2,281,920		15,550,213
Donald A. Miller, CFA	110,410,899		774,963		15,550,213
Raymond G. Milnes, Jr.	110,585,349		600,513		15,550,213
Jeffery L. Swope	110,574,374		611,051		15,550,213
Dale H. Taysom	110,589,156		596,705		15,550,213

The Registrants stockholders voted to ratify the appointment of
Ernst and Young, LLP, as independent registered public accountants
for the fiscal year ended December 31, 2017, as follows:



Number of Shares Voted For	Number of Shares Voted Against		Number of Shares Abstained
125,385,499		1,130,052		220,523

The Registrant’s stockholders voted to approve, on an advisory
basis, the compensation of the named executive officers as
disclosed in the proxy statement as follows:



Number of Shares Voted For	Number of Shares Voted Against		Number of Shares Abstained	Broker Non-Votes
107,927,765		2,841,837		416,258	15,550,213

The Registrant’s stockholders voted to approve, on an advisory
basis, the frequency of future approvals of compensation of the
named executive officers as disclosed in the proxy statement as
follows:



Number of Shares Voted-Annually	Number of Shares Voted-Two Years		Number of Shares Voted-Three Years	Number of Shares Voted- Abstained	Broker Non-Votes
101,684,969		383,843		8,664,929		452,119	15,550,213

In accordance with these results and its previous recommendation
(as set forth in the definitive proxy statement for the 2017 Annual
Meeting), the Board has determined that the Registrant will hold
future “say on pay” votes annually until the next advisory vote
on the frequency of “say on pay” votes, which the Registrant
expects to hold no later than its 2020 Annual Meeting of
Stockholders.

Finally, the Registrant’s stockholders voted to approve the
Amended Plan as disclosed in the proxy statement as follows:



Number of Shares Voted For	Number of Shares Voted Against		Number of Shares Abstained	Broker Non-Votes
102,564,151		8,057,229		564,481	15,550,213

Item 9.01 Financial Statements and Exhibits



Exhibit No.		Description
10.1		Piedmont Office Realty Trust, Inc. Amended and Restated 2007 Omnibus Incentive Plan (incorporated by reference to Appendix A of Registrant’s Proxy Statement filed with the Commission on March 22, 2017)

About Piedmont Office Realty Trust, Inc.> (NYSE:PDM)
Piedmont Office Realty Trust, Inc. is an integrated self-managed real estate investment trust (REIT). The Company’s business consists primarily of owning, managing, operating, leasing, acquiring, developing, investing in, and disposing of office real estate assets. As of December 31, 2016, the Company owned and operated 65 in-service office properties, one redevelopment asset, two development assets and one office building through an unconsolidated joint venture. Its properties are located in areas, including New York, Chicago, Atlanta, Dallas, Boston, Minneapolis and Orlando. Its tenant base includes industries, such as business services, depository institutions, educational services, real estate, legal services and insurance carriers. The Company conducts business primarily through Piedmont Operating Partnership, L.P. (Piedmont OP). It performs the management of its buildings through its subsidiaries, including Piedmont Government Services, LLC and Piedmont Office Management, LLC. Piedmont Office Realty Trust, Inc.> (NYSE:PDM) Recent Trading Information
Piedmont Office Realty Trust, Inc.> (NYSE:PDM) closed its last trading session up +0.28 at 21.38 with 682,466 shares trading hands.