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 6, 2021

 

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Maryland		001-36409		98-1141883
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

666 Burrard Street, Suite 3210, Vancouver, British Columbia,		V6C 2X8
(Address of principal executive offices)		(Zip Code)

(604) 806-3366

(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 (see General 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 Act:

 

Title of Each Class		Ticker Symbols:		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value		CIO		New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share		CIO.PrA		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.

2021 Annual Meeting of Stockholders

City Office REIT, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”) online via a live webcast, on Thursday, May 6, 2021. The proposals considered and approved by stockholders at the Annual Meeting were the following:

 

•

the election of six directors to the board of directors;

 

•

the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021; and

 

•

the approval, on an advisory basis, of the compensation of the Company’s named executive officers (the “Named Executive Officers”) for 2020.

Election of Directors

Each of the individuals listed below was duly elected as a director of the Company to serve until the 2022 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Set forth below are the results of the vote:

 

Name		Votes For				Votes Against				Abstentions				Broker Non- Votes
John McLernon			28,652,286				3,648,856				25,863				4,500,315
James Farrar			32,225,318				72,383				29,303				4,500,315
William Flatt			32,230,888				68,072				28,044				4,500,315
Sabah Mirza			29,247,827				3,051,939				27,238				4,500,315
Mark Murski			31,984,469				312,557				29,978				4,500,315
John Sweet			30,562,718				1,732,675				31,611				4,500,315

Appointment of Independent Registered Public Accounting Firm

A proposal to ratify the appointment of KPMG LLP as the independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2021 was presented at the Annual Meeting. Set forth below are the results of the vote:

 

Votes For		Votes Against		Abstentions
36,362,376		446,791		18,152

Approval of Executive Compensation

A proposal to approve, on an advisory basis, the compensation for the Named Executive Officers for 2020 was presented at the Annual Meeting. Set forth below are the results of the nonbinding vote:

 

Votes For		Votes Against		Abstentions		Broker Non- Votes
31,085,825		1,022,492		218,687		4,500,315

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.

 

				CITY OFFICE REIT, INC.
Date: May 7, 2021				By:		/s/ Anthony Maretic
				Name:		Anthony Maretic
				Title:		Chief Financial Officer, Secretary and Treasurer