Terreno Realty (NYSE: TRNO) holders approve board, pay and auditor

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8-K Event Classification

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What key decisions were made at Terreno Realty (TRNO) 2026 Annual Meeting?

How many Terreno Realty (TRNO) shares were eligible to vote at the Annual Meeting?

How did Terreno Realty (TRNO) stockholders vote on executive compensation?

Was Ernst & Young LLP reappointed as Terreno Realty (TRNO) auditor?

Did all Terreno Realty (TRNO) director nominees get elected at the meeting?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Terreno Realty Corporation held its Annual Meeting in Bellevue, Washington, with 106,256,445 common shares outstanding and entitled to vote as of the record date. Stockholders elected eight directors, each receiving more votes for than against, to serve until the next annual meeting.

Stockholders also approved a non-binding advisory resolution on the compensation of the company’s named executive officers, with 99,590,913 votes for, 1,828,911 against and 30,123 abstentions, and ratified the appointment of Ernst & Young LLP as independent registered certified public accounting firm for the fiscal year ending December 31, 2026, with 102,911,252 votes for and 466,017 against.

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.

Shares entitled to vote: 106,256,445 shares Say-on-pay votes for: 99,590,913 votes Say-on-pay votes against: 1,828,911 votes +3 more

6 metrics

Shares entitled to vote 106,256,445 shares Common stock outstanding as of record date for Annual Meeting

Say-on-pay votes for 99,590,913 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,828,911 votes Advisory executive compensation proposal

Auditor ratification votes for 102,911,252 votes Appointment of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 466,017 votes Appointment of Ernst & Young LLP

Votes for director Paul J. Donahue, Jr. 100,468,571 votes Election to board of directors at Annual Meeting

Annual Meeting, broker non-votes, non-binding, advisory resolution, independent registered certified public accounting firm

4 terms

Annual Meeting financial

"The Company held its Annual Meeting in Bellevue, Washington."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

broker non-votes financial

"and the number of abstentions and broker non-votes with respect to each matter"

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.

non-binding, advisory resolution financial

"the non-binding, advisory resolution approving the compensation of the Company’s named executive officers"

independent registered certified public accounting firm financial

"the appointment of Ernst & Young LLP as the independent registered certified public accounting firm"

Understanding 8-K Material Events →

05/06/2026 - 04:35 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 5, 2026

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

Maryland

001-34603

27-1262675

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10500 NE 8^th Street, Suite 1910

Bellevue, WA 98004

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

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 (seeGeneral Instruction A.2. below):

☐

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 Securities Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	TRNO	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

The Company held its Annual Meeting in Bellevue, Washington. As of the record date, there were a total of 106,256,445 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:


Names of Directors	Total Number of Votes Cast For		Total Number of Votes Against		Total Number of Votes Abstain		Broker Non Votes
W. Blake Baird		99,286,052		2,036,043		127,852		1,944,538
Michael A. Coke		100,004,337		1,317,725		127,885		1,944,538
Gary N. Boston		99,290,923		2,023,228		135,796		1,944,538
LeRoy E. Carlson		95,582,454		5,732,026		135,467		1,944,538
Paul J. Donahue, Jr.		100,468,571		853,515		127,861		1,944,538
Irene H. Oh		100,257,880		1,042,150		149,917		1,944,538
Constance von Muehlen		100,432,572		867,458		149,917		1,944,538
Douglas M. Pasquale		98,196,379		3,231,042		22,526		1,944,538

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
99,590,913	1,828,911	30,123	1,944,538

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 the ratification of the Audit Committee’s appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2026 fiscal year were as follows:


For	Against	Abstain	Broker Non Votes
102,911,252	466,017	17,216	—

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, 2026 was duly ratified by the Company’s stockholders.

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected eight directors to one-year terms, approved a non-binding advisory vote on named executive officer compensation, and ratified Ernst & Young LLP as the independent registered certified public accounting firm for the fiscal year ending December 31, 2026.

A total of 106,256,445 shares of Terreno Realty Corporation common stock were outstanding and entitled to vote as of the record date for the Annual Meeting held in Bellevue, Washington, forming the eligible base for all proposals presented to stockholders.

Stockholders approved the non-binding, advisory resolution on compensation of the company’s named executive officers, with 99,590,913 votes for, 1,828,911 votes against, 30,123 abstentions and 1,944,538 broker non-votes recorded on this compensation-related proposal.

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Terreno Realty Corporation’s independent registered certified public accounting firm for the fiscal year ending December 31, 2026, with 102,911,252 votes for, 466,017 votes against and 17,216 abstentions.

All eight director nominees, including W. Blake Baird, Michael A. Coke, and others, were elected. Each received more votes cast for than against, with additional abstentions and broker non-votes recorded, and will serve until the next annual meeting and qualification of successors.

Terreno Realty Corporation

Date: May 6, 2026

/s/ Jaime J. Cannon

Jaime J. Cannon

Executive Vice President and Chief Financial Officer

3 documents