Digital Realty (DLR) investors approve board, KPMG and exec pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Digital Realty Trust, Inc. reported the results of its annual stockholder meeting held on May 29, 2026. Stockholders elected all ten director nominees to serve until the 2027 annual meeting. Each nominee, including Stephen R. Bolze and CEO Andrew P. Power, received over 285 million votes in favor.

Stockholders ratified the selection of KPMG LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026, with approximately 310.5 million votes for and no broker non-votes. They also approved, on a non-binding advisory basis, the compensation of the named executive officers.

A stockholder proposal requesting enhanced water risk disclosure did not pass, receiving about 69.8 million votes for and 240.7 million votes against, with additional abstentions and broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Bolze: 312,007,163 votes Votes for CEO Power: 312,207,574 votes Auditor ratification for: 310,501,955 votes +4 more

7 metrics

Votes for Bolze 312,007,163 votes Election of director Stephen R. Bolze

Votes for CEO Power 312,207,574 votes Election of director Andrew P. Power

Auditor ratification for 310,501,955 votes KPMG LLP as 2026 independent registered public accounting firm

Say-on-pay for 280,134,935 votes Advisory approval of named executive officer compensation

Say-on-pay against 32,164,890 votes Advisory vote on executive compensation

Water disclosure for 69,757,155 votes Stockholder proposal on enhanced water risk disclosure

Water disclosure against 240,748,354 votes Stockholder proposal on enhanced water risk disclosure

Key Terms

broker non-votes, independent registered public accounting firm, non-binding, advisory basis, say-on-pay vote, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes 13,738,495"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Ratification of the selection of KPMG LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis financial

"Resolution to approve, on a non-binding, advisory basis, the compensation of our named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

say-on-pay vote financial

"compensation of our named executive officers (a “say-on-pay vote”)"

A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.

stockholder proposal financial

"A stockholder proposal regarding enhanced water risk disclosure"

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Understanding 8-K Material Events →

06/01/2026 - 04:05 PM

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 29, 2026

DIGITAL REALTY TRUST, INC.

(Exact name of registrant as specified in its charter)



Maryland	001-32336	26-0081711
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)



601 West 2^nd Street, Floor 32 Austin, Texas	78701
(Address of principal executive offices)	(Zip Code)

(737) 281-0101

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	DLR	New York Stock Exchange
Series J Cumulative Redeemable Preferred Stock	DLR Pr J	New York Stock Exchange
Series K Cumulative Redeemable Preferred Stock	DLR Pr K	New York Stock Exchange
Series L Cumulative Redeemable Preferred Stock	DLR Pr L	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2026, Digital Realty Trust, Inc. held its Annual Meeting of Stockholders, at which the stockholders voted on proposals as follows:

Proposal 1. Election of directors, each to serve until the 2027 Annual Meeting of Stockholders and until a successor for each has been duly elected and qualifies.


Nominees	Votes For	Votes Against	Abstentions	Broker Non-Votes
Stephen R. Bolze	312,007,163	594,022	659,773	13,738,495
VeraLinn Jamieson	308,849,945	3,160,761	1,250,252	13,738,495
Kevin J. Kennedy	293,581,234	19,019,577	660,147	13,738,495
William G. LaPerch	298,342,045	14,260,572	658,341	13,738,495
Jean F.H.P. Mandeville	312,106,776	496,995	657,187	13,738,495
Afshin Mohebbi	310,761,752	1,838,016	661,190	13,738,495
Mark R. Patterson	285,967,166	26,634,958	658,834	13,738,495
Andrew P. Power	312,207,574	387,694	665,690	13,738,495
Mary Hogan Preusse	302,401,056	10,207,472	652,430	13,738,495
Susan Swanezy	311,899,092	705,523	656,343	13,738,495

Proposal 2. Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.


Votes For	Votes Against	Abstentions	Broker Non-Votes
310,501,955	16,369,312	128,186	None.

Proposal 3. Resolution to approve, on a non-binding, advisory basis, the compensation of our named executive officers (a “say-on-pay vote”).


Votes For	Votes Against	Abstentions	Broker Non-Votes
280,134,935	32,164,890	961,133	13,738,495

Proposal 4. A stockholder proposal regarding enhanced water risk disclosure.


Votes For	Votes Against	Abstentions	Broker Non-Votes
69,757,155	240,748,354	2,755,449	13,738,495

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.


		Digital Realty Trust, Inc.
	By:	/s/ Jeannie Lee
		Jeannie Lee
		Executive Vice President, General Counsel and Secretary

Date: June 1, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Digital Realty (DLR) stockholders decide at the 2026 annual meeting?

Digital Realty stockholders elected all ten director nominees, ratified KPMG LLP as auditor for 2026, approved executive compensation on an advisory basis, and voted down a stockholder proposal seeking enhanced water risk disclosure, according to the reported vote totals and broker non-votes.

Were all Digital Realty (DLR) director nominees elected at the 2026 meeting?

Yes, all ten director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Stephen R. Bolze and Andrew P. Power, received significantly more votes for than against, with additional abstentions and broker non-votes recorded.

Did Digital Realty (DLR) stockholders approve the company’s auditor for 2026?

Yes, stockholders ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 310,501,955 votes for, 16,369,312 votes against, 128,186 abstentions and no broker non-votes reported for this proposal.

How did Digital Realty (DLR) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Digital Realty’s named executive officers. The say-on-pay proposal received 280,134,935 votes for, 32,164,890 votes against, 961,133 abstentions and 13,738,495 broker non-votes at the 2026 annual meeting.

What happened to the Digital Realty (DLR) water risk disclosure proposal?

A stockholder proposal requesting enhanced water risk disclosure did not pass. It received 69,757,155 votes for, 240,748,354 votes against, 2,755,449 abstentions and 13,738,495 broker non-votes, indicating substantially more opposition than support among voting stockholders.

When did Digital Realty (DLR) hold its 2026 annual stockholder meeting?

Digital Realty held its 2026 Annual Meeting of Stockholders on May 29, 2026. At this meeting, investors voted on director elections, auditor ratification, executive compensation on an advisory basis, and a stockholder proposal regarding enhanced water risk disclosure, with detailed vote counts reported.

Filing Exhibits & Attachments

4 documents