STOCK TITAN
  1. Home
  2. Sec-filings
  3. REXR
  4. [8-K] Rexford Industrial Realty, Inc. Reports Material Event

Rexford Industrial (REXR) investors approve directors, KPMG and incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rexford Industrial Realty, Inc. reported the results of its Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected seven directors to serve until the 2027 annual meeting. They also ratified KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026.

In advisory and incentive matters, stockholders approved the company’s named executive officer compensation for 2025 and approved the Fourth Amended and Restated 2013 Incentive Award Plan covering Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.

Positive

  • None.

Negative

  • None.
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.
Auditor ratification votes for 211,822,220 votes KPMG LLP ratified for year ending December 31, 2026
Say-on-pay votes for 182,079,352 votes Advisory approval of 2025 named executive officer compensation
Incentive plan approval votes for 199,370,887 votes Fourth Amended and Restated 2013 Incentive Award Plan
Votes for David P. Stockert 206,109,958 votes Director election for term ending at 2027 annual meeting
Votes for Robert L. Antin 200,809,958 votes Director election for term ending at 2027 annual meeting
Broker non-votes on shareholder matters 5,686,299 votes Reported for Proposals 1, 3 and 4
broker non-votes financial
"Broker Non-Votes Robert L. Antin | 200,809,958 | 5,356,063 | 68,359 | 5,686,299"
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 appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026."
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.
advisory resolution financial
"The advisory resolution to approve the Company's named executive officer compensation for the year ending December 31, 2025."
An advisory resolution is a non-binding vote by shareholders that expresses their opinion on a specific corporate matter, such as executive pay or a governance policy. It matters to investors because, like a public survey, it signals shareholder sentiment to the board and management; even though it does not force action, a strong vote for or against can prompt changes, affect company reputation, and influence future decisions that impact shareholder value.
Incentive Award Plan financial
"Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan."
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
Understanding 8-K Material Events →
0001571283false00015712832026-05-192026-05-190001571283us-gaap:CommonStockMember2026-05-192026-05-190001571283us-gaap:SeriesBPreferredStockMember2026-05-192026-05-190001571283us-gaap:SeriesCPreferredStockMember2026-05-192026-05-19

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 19, 2026
REXFORD INDUSTRIAL REALTY, INC.
(Exact name of registrant as specified in its charter) 
 
Maryland001-3600846-2024407
(State or other jurisdiction of
incorporation)		(Commission File Number)(IRS Employer Identification No.)
11620 Wilshire Boulevard, Suite 1000
 Los Angeles
California90025
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (310) 966-1680

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 classTrading symbolsName of each exchange on which registered
Common Stock, $0.01 par valueREXRNew York Stock Exchange
5.875% Series B Cumulative Redeemable Preferred StockREXR-PBNew York Stock Exchange
5.625% Series C Cumulative Redeemable Preferred StockREXR-PCNew 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. ☐



This Current Report on Form 8-K is filed by Rexford Industrial Realty, Inc., a Maryland corporation (referred to herein as the “Company,” “we,” “our” and “us”), in connection with the matters described herein.

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

On May 19, 2026, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"), at which stockholders voted on and approved the proposals listed below. The final results for the votes regarding each proposal are set forth below. The proposals are described in further detail in our Definitive Proxy Statement on Schedule 14A as filed with the Securities and Exchange Commission on April 8, 2026.

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 qualified.

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Robert L. Antin200,809,9585,356,06368,3595,686,299
Laura Clark205,585,332569,99179,0575,686,299
Diana J. Ingram204,841,1421,313,23380,0055,686,299
Angela L. Kleiman205,184,926979,17470,2805,686,299
Debra L. Morris204,617,4771,280,620336,2835,686,299
Tyler H. Rose204,786,7681,369,67977,9335,686,299
David P. Stockert206,109,95850,32874,0945,686,299
 
Proposal 2. Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
211,822,22030,83167,628—

Proposal 3. The advisory resolution to approve the Company's named executive officer compensation for the year ending December 31, 2025.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
182,079,35224,078,83276,1965,686,299

Proposal 4. The approval of the Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan.

Votes ForVotes AgainstAbstentionsBroker Non-Votes
199,370,8876,763,65999,8345,686,299

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.
Exhibit
Number		  Description
10.1
Fourth Amended and Restated Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. 2013 Incentive Award Plan
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 Rexford Industrial Realty, Inc.
Date: May 21, 2026By:
 
/s/ David E. Lanzer
 David E. Lanzer
General Counsel and Corporate Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did Rexford Industrial Realty (REXR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing seven directors, ratifying KPMG LLP as auditor for 2026, approving 2025 executive compensation, and approving the Fourth Amended and Restated 2013 Incentive Award Plan for Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P.

Were all director nominees elected at Rexford Industrial Realty (REXR)’s 2026 annual meeting?

All seven director nominees were elected to serve until the 2027 annual meeting. Each nominee, including Robert L. Antin and David P. Stockert, received more votes “For” than “Against,” with additional broker non-votes reported in the results table.

Did Rexford Industrial Realty (REXR) stockholders approve the 2025 executive compensation package?

Stockholders approved the advisory resolution on named executive officer compensation for 2025. The vote totals were 182,079,352 “For,” 24,078,832 “Against,” and 76,196 abstentions, with an additional 5,686,299 broker non-votes recorded.

Which audit firm did Rexford Industrial Realty (REXR) stockholders ratify for the 2026 fiscal year?

Stockholders ratified KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 211,822,220 votes “For,” 30,831 “Against,” and 67,628 abstentions, with no broker non-votes reported.

What is the Fourth Amended and Restated 2013 Incentive Award Plan approved for Rexford Industrial Realty (REXR)?

Stockholders approved the Fourth Amended and Restated 2013 Incentive Award Plan for Rexford Industrial Realty, Inc. and Rexford Industrial Realty, L.P. The proposal received 199,370,887 votes “For,” 6,763,659 “Against,” 99,834 abstentions, and 5,686,299 broker non-votes.

How did Rexford Industrial Realty (REXR) stockholders vote on Proposal 1 for director elections?

For each of the seven nominees, votes “For” significantly exceeded votes “Against.” For example, David P. Stockert received 206,109,958 “For,” 50,328 “Against,” and 74,094 abstentions, along with 5,686,299 broker non-votes shown in the results table.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents