TERRENO REALTY CORPORATION Item 5.07 Submission of Matters to a Vote of Security Holders
Terreno Realty Corporation (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") inBellevue, Washington . As of the record date, there were a total of 82,778,962 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 or her
successor has been duly elected and qualifies were as follows:
Total Number of Total Number of Total Number of
Names of Directors Votes Cast For Votes Against Votes Abstain Broker Non Votes
W. Blake Baird 71,236,557 4,627,773 1,081,437 1,274,692
Michael A. Coke 75,683,324 1,258,313 4,130 1,274,692
Linda Assante 68,957,913 6,906,615 1,081,239 1,274,692
Gary N. Boston 76,337,449 604,169 4,149 1,274,692
Leroy E. Carlson 72,082,526 4,859,109 4,132 1,274,692
Irene H. Oh 76,274,458 666,633 4,676 1,274,692
Douglas M. Pasquale 64,930,391 12,011,243 4,133 1,274,692
Dennis Polk 68,246,586 8,691,128 8,053 1,274,692
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 or her 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
71,845,214 5,082,446 18,107 1,274,692
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 a non-binding, advisory proposal regarding the frequency of
holding future non-binding, advisory votes on the compensation of the
Company's named executive officers, were as follows:
1 Year 2 Years 3 Years Abstain Broker Non Votes
75,790,551 56,199 1,091,956 7,061 1,274,692
Based on the votes set forth above, the Company's stockholders approved, on a
non-binding, advisory basis, a frequency of every year for holding future
non-binding, advisory votes on the compensation of the Company's named executive
officers. After taking into consideration the foregoing voting results and the
prior recommendation of the Board in favor of an annual advisory shareholder
vote on the compensation of the Company's named executive officers, the Board
intends to hold future non-binding advisory votes on the compensation of the
Company's named executive officers every year.
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(d) Votes regarding the ratification of the Audit Committee's appointment of
for the 2023 fiscal year were as follows:
For Against Abstain Broker Non Votes
77,720,417 445,846 54,196 -
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, 2023 was duly ratified by the Company's
stockholders.
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