Edgar Filing: Terreno Realty Corp

Terreno Realty Corporation

Date: May 5, 2016

/S/ Jaime J. Cannon

Jaime J. Cannon

8-K

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 3, 2016

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 3, 2016, 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 43,409,648 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	38,772,881	2,310,824	693,698
Michael A. Coke	40,238,236	845,469	693,698
Leroy E. Carlson	40,816,660	267,045	693,698
Peter J. Merlone	40,758,120	325,585	693,698
Douglas M. Pasquale	37,782,176	3,301,529	693,698
Dennis Polk	38,931,763	2,151,942	693,698

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
30,646,799	10,168,672	268,234	693,698

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 2016 fiscal year were as follows:


For	Against	Abstain	Broker Non Votes
41,542,631	10,527	224,245	—

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, 2016 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.