Terreno Realty Corporation (NYSE:TRNO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
Amendment to Amended and Restated Bylaws
As previously disclosed, on February7, 2017, the Board of
Directors (the Board) of Terreno Realty Corporation (the Company)
adopted a First Amendment (the Amendment) to the Amended and
Restated Bylaws of the Company (the Bylaws). The Amendment
provides that stockholders, subject to certain requirements, may
amend the Bylaws by the affirmative vote of a majority of votes
cast on the matter by the holders of the issued and outstanding
shares of common stock of the Company. As disclosed below, the
Amendment was approved by the Companys stockholders at the
Companys annual meeting of stockholders in San Francisco,
California (the Annual Meeting) on May2, 2017.
The foregoing summary of the Amendment is qualified in its
entirety by reference to the text of the Amendment, which was
filed as Exhibit 3.2 to the Current Report on Form 8-K filed by
the Company on February9, 2017 and incorporated herein by
reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders |
On May2, 2017, the Company held its annual Annual Meeting in San
Francisco, California. As of the record date, there were a total
of 47,895,064 shares of the Companys 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 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.BlakeBaird | 42,751,467 | 1,019,710 | 1,663,225 | 593,054 | ||||||||||||
| Michael A. Coke | 44,002,846 | 1,429,669 | 1,887 | 593,054 | ||||||||||||
| Leroy E. Carlson | 44,892,988 | 539,527 | 1,887 | 593,054 | ||||||||||||
| PeterJ.Merlone | 44,892,988 | 539,527 | 1,887 | 593,054 | ||||||||||||
| DouglasM.Pasquale | 44,077,830 | 1,354,685 | 1,887 | 593,054 | ||||||||||||
| Dennis Polk | 41,700,364 | 3,480,654 | 253,384 | 593,054 |
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 successor has been duly
elected and qualifies.
| (b) |
Votes regarding a non-binding, advisory resolution approving the compensation of the Companys named executive officers were as follows: |
|
For |
Against |
Abstain |
BrokerNonVotes |
|||||||||||
| 45,315,244 | 53,379 | 65,779 | 593,054 |
Based on the votes set forth above, the non-binding, advisory
resolution approving the compensation of the Companys named
executive officers was approved by the Companys stockholders.
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| (c) |
Votes regarding a non-binding, advisory proposal regarding the frequency of holding future non-binding, advisory votes on the compensation of the Companys named executive officers, were as follows: |
|
1 Year |
2 Years |
3 Years |
Abstain |
BrokerNonVotes |
||||||||||||||
| 41,197,760 | 14,291 | 4,209,453 | 12,898 | 593,054 |
Based on the votes set forth above, the Companys stockholders
approved, on a non-binding, advisory basis, a
frequency of every year for holding future non-binding, advisory
votes on the compensation of the Companys named executive
officers. After taking into consideration the foregoing voting
results and the prior recommendation of the Board in favor of an
annual advisory shareholder vote on the compensation of the
Companys named executive officers, the Board intends to hold
future non-binding
advisory votes on the compensation of the Companys named
executive officers every year.
| (d) |
Votes regarding the approval of an Amendment to our bylaws to permit our stockholders to amend our bylaws by the affirmative vote of a majority of votes cast by the issued and outstanding shares of common stock of the Company were as follows: |
|
For |
Against |
Abstain |
BrokerNonVotes |
|||||||||||
| 45,430,135 | 2,263 | 2,004 | 593,054 |
Based on the votes set forth
above, the Amendment to our bylaws to permit our stockholders to
amend our bylaws was approved by the Companys
stockholders.
| (e) |
Votes regarding the ratification of the audit committees appointment of Ernst Young LLP as independent registered certified public accounting firm for the 2017 fiscal year were as follows: |
|
For |
Against |
Abstain |
BrokerNonVotes |
|||||||||||
| 45,980,034 | 9,810 | 37,612 |
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 December31, 2017 was duly
ratified by the Companys stockholders.
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
|
Exhibit Number |
Description |
|
| 3.1 |
First Amendment to Amended and Restated Bylaws (previously filed as Exhibit 3.2 to the Companys Current Report on Form 8-K on February9, 2017 and incorporated herein by reference) |
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About Terreno Realty Corporation (NYSE:TRNO)
Terreno Realty Corporation (Terreno) is a real estate investment trust. The Company acquires, owns and operates industrial real estate located in approximately six coastal United States markets, such as Los Angeles Area; Northern New Jersey/New York City; San Francisco Bay Area; Seattle Area; Miami Area, and Washington, D.C./Baltimore. The Company invests in various types of industrial real estate, including warehouse/distribution; flex, which include light industrial and research and development (R&D), and trans-shipment. The Company invests approximately 92.2% of its total portfolio square footage in warehouse or distribution; approximately 6.3% of its total portfolio square footage in flex, and approximately 1.5% of its total portfolio square footage in trans-shipment. Terreno owns approximately 150 buildings aggregating approximately 11.1 million square feet and over two improved land parcels consisting of approximately 3.5 acres. Terreno Realty Corporation (NYSE:TRNO) Recent Trading Information
Terreno Realty Corporation (NYSE:TRNO) closed its last trading session down -0.07 at 31.92 with 273,773 shares trading hands.
