Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMay 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:
Number of Shares Voted Number of Shares Voted Number of Shares Name For Against 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 ofDeloitte and Touche, LLP , as independent registered public accountants for the fiscal year endedDecember 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
OnMay 11, 2021 , the Board of Directors ofPiedmont Office Realty Trust, Inc. (the "Registrant") appointedGeorge 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 betweenMr. 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 theSecurities and Exchange Commission onMarch 19, 2021 , which descriptions are incorporated herein by reference.
(e) Second Amended and Restated 2007 Omnibus Incentive Plan
OnMay 11, 2021 , the stockholders of the Registrant approved thePiedmont 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 onMarch 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 toMarch 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits: Exhibit No. Description 10.1 Second Amended and Restated 2007 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source