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Piedmont Realty Trust (PDM) shareholders back new omnibus incentive plan

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8-K

Rhea-AI Filing Summary

Piedmont Realty Trust, Inc. reported results from its 2026 annual stockholders meeting, including approval of an updated long-term incentive plan. Stockholders approved the Third Amended and Restated Omnibus Incentive Plan, which increases the shares of common stock available for equity awards by 5,000,000, from 13,666,667 to 18,666,667. They also elected nine directors to one-year terms expiring in 2027, with each nominee receiving over 92 million votes in favor. Stockholders ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, and approved on an advisory basis the compensation of named executive officers.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan share increase 5,000,000 shares Additional common shares available under Third Amended and Restated Omnibus Incentive Plan
Total incentive plan shares 18,666,667 shares Total common stock available under updated omnibus incentive plan
Prior plan shares 13,666,667 shares Common stock previously available under Second Amended and Restated 2007 Omnibus Incentive Plan
Auditor ratification for votes 103,570,987 shares Shares voted for Deloitte & Touche LLP as 2026 auditor
Say-on-pay for votes 92,507,534 shares Shares voted for advisory approval of named executive officer compensation
Incentive plan for votes 75,185,678 shares Shares voted for approval of Third Amended and Restated Omnibus Incentive Plan
Third Amended and Restated Omnibus Incentive Plan financial
"approved the Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan"
Prior Plan financial
"amends the Registrant’s existing Second Amended and Restated 2007 Omnibus Incentive Plan (the “Prior Plan”)"
broker non-votes financial
"Number of Shares Abstained | Broker Non-Votes"
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 accountants regulatory
"ratify the appointment of Deloitte and Touche, LLP, as independent registered public accountants"
Independent registered public accountants are external auditing firms licensed to examine a public company’s financial records and issue an objective opinion on whether the financial statements are accurate and follow accounting rules. They matter to investors because their independent check is like a neutral referee confirming the score in a game — it reduces the risk of errors or misleading information and helps investors trust the financial reports used to make decisions.
advisory basis financial
"voted to approve, on an advisory basis, the compensation of the named executive officers"
Understanding 8-K Material Events →
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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 12, 2026
 
Piedmont Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34626
 
Maryland58-2328421
(State or other jurisdiction of(IRS Employer
incorporation)Identification No.)

5565 Glenridge Connector Ste. 450
Atlanta, Georgia 30342

(Address of principal executive offices, including zip code)
 
(770) 418-8800
(Registrant's telephone number, including area code)
 
Not applicable
(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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valuePDMNew 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.o


Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Third Amended and Restated Omnibus Incentive Plan

On May 12, 2026, the stockholders of Piedmont Realty Trust, Inc. (the "Registrant") approved the Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan (the “A&R Incentive Plan"). The A&R Incentive Plan was authorized and approved by the Registrant’s Board of Directors (the “Board”) on March 9, 2026, subject to approval by the Registrant’s stockholders at the Registrant’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The A&R Incentive Plan amends the Registrant’s existing Second Amended and Restated 2007 Omnibus Incentive Plan (the “Prior Plan”) to, among other things, (i) increase the number of shares of common stock available for issuance by 5,000,000 shares from 13,666,667 to 18,666,667, and (ii) makes certain other amendments to the Prior Plan.

The foregoing description of the terms and conditions of the A&R Incentive Plan is qualified in its entirety by reference to the terms and conditions of the A&R Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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

On May 12, 2026, the Registrant held its 2026 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 2027:

NameNumber of Shares Voted ForNumber of Shares Voted AgainstNumber of Shares AbstainedBroker Non-Votes
Kelly H. Barrett93,769,314 1,135,960 102,446 10,136,450 
Glenn G. Cohen93,364,110 1,538,810 104,800 10,136,450 
Jeffrey J. Donnelly94,704,497 197,357 105,866 10,136,450 
Deneen L. Donnley93,628,956 294,363 1,084,400 10,136,450 
Mary M. Hager93,170,997 679,155 1,157,568 10,136,450 
Barbara B. Lang92,824,350 2,059,706 123,663 10,136,450 
Stephen E. Lewis93,725,282 1,179,703 102,734 10,136,450 
C. Brent Smith94,121,148 784,498 102,073 10,136,450 
Dale H. Taysom94,073,611 807,844 126,265 10,136,450 

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, 2026, as follows:

Number of Shares Voted ForNumber of Shares Voted AgainstNumber of Shares Abstained
103,570,987 1,510,473 62,710 

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 ForNumber of Shares Voted AgainstNumber of Shares AbstainedBroker Non-Votes
92,507,534 2,303,553 196,632 10,136,450 



Finally, the Registrant's stockholders voted to approve the Third Amended and Restated Omnibus Incentive Plan as disclosed in the proxy statement as follows:

Number of Shares Voted ForNumber of Shares Voted AgainstNumber of Shares AbstainedBroker Non-Votes
75,185,678 19,590,850 231,192 10,136,450 

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.Description
10.1
Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix A of Piedmont's Proxy Statement filed with the Commission on March 18, 2026)
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Piedmont Realty Trust, Inc.
 (Registrant)
Dated:May 12, 2026By:/s/ Sherry L. Rexroad
  Sherry L. Rexroad
  Chief Financial Officer and Executive Vice President




Source: View Original Filing on SEC EDGAR

FAQ

What did Piedmont Realty Trust (PDM) stockholders approve at the 2026 annual meeting?

Stockholders approved the Third Amended and Restated Omnibus Incentive Plan and several governance items. They elected nine directors, ratified Deloitte & Touche LLP as auditor for 2026, and gave advisory approval to executive compensation as described in the proxy statement.

How many additional shares did Piedmont Realty Trust add to its incentive plan?

The updated incentive plan increases available shares for equity awards by 5,000,000. This raises the pool from 13,666,667 shares to 18,666,667 shares of common stock for grants to directors, officers, and other eligible participants.

Were all Piedmont Realty Trust director nominees elected in 2026?

All nine director nominees were elected to one-year terms expiring in 2027. Each nominee received more than 92 million votes in favor, with relatively small numbers of votes against or abstentions and 10,136,450 broker non-votes reported.

Did Piedmont Realty Trust stockholders approve the auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accountants for the fiscal year ending December 31, 2026, with 103,570,987 shares voted for, 1,510,473 shares against, and 62,710 shares abstaining on the ratification proposal.

How did Piedmont Realty Trust stockholders vote on executive compensation in 2026?

On an advisory basis, 92,507,534 shares voted for the named executive officers’ compensation. There were 2,303,553 shares voted against, 196,632 abstentions, and 10,136,450 broker non-votes, reflecting support for the pay programs described in the proxy statement.

What were the voting results for Piedmont Realty Trust’s new omnibus incentive plan?

The Third Amended and Restated Omnibus Incentive Plan received 75,185,678 votes for, 19,590,850 votes against, and 231,192 abstentions. There were also 10,136,450 broker non-votes reported on this proposal, which expanded the share pool and updated plan terms.

Filing Exhibits & Attachments

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