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 7, 2013
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.) |
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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 7, 2013, Terreno Realty Corporation (the “Company”) held its annual meeting of stockholders in San Francisco, California (the “Annual Meeting”). As of the record date, there were a total of 19,225,711 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 successor has been duly elected and qualifies were as follows: |
| Names of Directors |
Total Number of Votes Cast For |
Total Number of Votes Withheld |
Broker Non Votes | |||||||||
| W. Blake Baird |
17,258,236 | 884,035 | 425,985 | |||||||||
| Michael A. Coke |
16,838,228 | 1,304,043 | 425,985 | |||||||||
| Leroy E. Carlson |
18,032,714 | 109,557 | 425,985 | |||||||||
| Peter J. Merlone |
18,032,714 | 109,557 | 425,985 | |||||||||
| Douglas M. Pasquale |
17,818,697 | 323,574 | 425,985 | |||||||||
| Dennis Polk |
17,258,249 | 884,022 | 425,985 | |||||||||
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 Company’s named executive officers were as follows:
| For |
Against |
Abstain |
Broker Non Votes | |||
| 18,107,260 |
26,807 | 8,104 | 426,085 |
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 2013 fiscal year were as follows:
| For |
Against |
Abstain |
Broker Non Votes | |||
| 18,567,117 |
852 | 287 | — |
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, 2013 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 8, 2013 | By: | /s/ Michael A. Coke | ||||
| Michael A. Coke | ||||||
3