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:



                                            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 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





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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.

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)

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