Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 41K
2: EX-10.1 Material Contract HTML 127K
9: R1 Document HTML 46K
11: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- pdm-20210511_htm XML 21K
10: EXCEL IDEA Workbook of Financial Reports XLSX 6K
4: EX-101.CAL XBRL Calculations -- pdm-20210511_cal XML 7K
5: EX-101.DEF XBRL Definitions -- pdm-20210511_def XML 9K
6: EX-101.LAB XBRL Labels -- pdm-20210511_lab XML 67K
7: EX-101.PRE XBRL Presentations -- pdm-20210511_pre XML 33K
3: EX-101.SCH XBRL Schema -- pdm-20210511 XSD 11K
12: JSON XBRL Instance as JSON Data -- MetaLinks 12± 18K
13: ZIP XBRL Zipped Folder -- 0001042776-21-000128-xbrl Zip 41K
(Address of principal executive offices, including zip code)
(i770)
i418-8800
(Registrant's telephone number, including area code)
Not applicable
(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:
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 class
Trading Symbol
Name of each exchange on which registered
iCommon Stock, $0.01 par value
iPDM
iNew
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 i☐
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.o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May
11, 2021, the Registrant held its 2021 Annual Meeting virtually. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.
The following matters were submitted to a vote of the stockholders:
The Registrant’s stockholders elected the following individuals to its board of directors for one-year terms expiring in 2022:
Name
Number
of Shares Voted For
Number of Shares Voted Against
Number of Shares Withheld
Broker Non-Votes
Kelly H. Barrett
95,618,064
1,346,127
125,257
11,445,619
Wesley
E. Cantrell
91,772,343
5,083,773
233,333
11,445,619
Glenn G. Cohen
96,387,572
569,586
132,290
11,445,619
Barbara
B. Lang
95,445,182
1,515,627
128,640
11,445,619
Frank C. McDowell
91,953,727
4,994,456
141,266
11,445,619
C.
Brent Smith
95,317,455
1,626,788
145,205
11,445,619
Jeffery L. Swope
93,149,004
3,795,460
144,985
11,445,619
Dale
H. Taysom
96,460,933
487,445
141,071
11,445,619
The Registrant’s stockholders voted to ratify the appointment of Deloitte and Touche, LLP, as independent registered public accountants for the fiscal year ended December 31, 2021, as follows:
Number
of Shares Voted For
Number of Shares Voted Against
Number of Shares Abstained
108,137,398
182,126
215,543
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
92,286,036
3,934,520
868,893
11,445,619
The
Registrant's stockholders voted to approve the Second Amended and Restated 2007 Omnibus Incentive 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
92,920,086
3,896,453
272,909
11,445,619
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of George M. Wells as Executive Vice President and Chief Operating Officer
On May 11, 2021, the Board of Directors of Piedmont Office Realty Trust, Inc. (the “Registrant”) appointed George M. Wells, 58, to serve as Executive Vice President and Chief Operating Officer effective immediately. Mr. Wells has served as the Registrant’s Executive Vice President – Real Estate Operations since 2019 and as the Registrant’s Executive Vice President – Southeast Region from 2015 to 2019. There is no family relationship between Mr. Wells and
any of the Registrant’s directors or other executive officers. Mr. Wells is not currently party to an employment or other compensatory agreement with the Registrant. His experience, current responsibilities, and compensation are more fully described on pages 25 and 40-60, respectively, of the Registrant’s most recent Annual Proxy Statement as filed with the Securities and Exchange Commission on March 19, 2021, which descriptions are incorporated herein by reference.
(e) Second Amended and Restated 2007 Omnibus Incentive Plan
On
May 11, 2021, the stockholders of the Registrant approved the Piedmont Office Realty Trust, Inc. Second Amended and Restated 2007 Omnibus Incentive Plan (the “Amended Plan”). The Amended Plan was authorized and approved by the Registrant’s Board of Directors on March 18, 2021, subject to approval by the Registrant’s stockholders at the Registrant’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”). The Amended Plan amends the
Registrant’s existing Amended and Restated 2007 Omnibus Incentive Plan (the “Prior Plan”) to, among other things, (i) increase the total number of shares of stock available for issuance of awards by 3,000,000 shares, (ii) extend the term of the Amended Plan to March 17, 2031; 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.
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.