UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
2024 Annual Meeting of Stockholders
City Office REIT, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) at the Company’s corporate offices in Vancouver, British Columbia, on Thursday, May 2, 2024. The proposals considered and approved by stockholders at the 2024 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, 2024; and |
| • | the approval, on an advisory basis, of the compensation of the Company’s named executive officers (the “Named Executive Officers”) for 2023. |
Election of Directors
Each of the individuals listed below was duly elected as a director of the Company to serve until the 2025 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. Set forth below are the results of the vote for the election of directors:
| Name |
Votes For |
Votes Against |
Abstentions |
Broker | ||||
| John Sweet |
26,776,707 | 656,704 | 29,484 | 5,274,921 | ||||
| James Farrar |
27,182,621 | 250,623 | 29,653 | 5,274,919 | ||||
| Michael Mazan |
26,598,989 | 834,423 | 29,483 | 5,274,921 | ||||
| John McLernon |
26,124,990 | 1,308,339 | 29,567 | 5,274,920 | ||||
| Sabah Mirza |
23,025,727 | 4,407,650 | 29,521 | 5,274,918 | ||||
| Mark Murski |
27,222,051 | 211,343 | 29,502 | 5,274,920 |
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, 2024 was also presented at the 2024 Annual Meeting. Set forth below are the results of the vote for the ratification of the appointment of KPMG LLP as the Company’s independent auditor:
| Votes For |
Votes Against |
Abstentions | ||
| 32,578,058 |
83,668 | 76,090 |
Approval of Executive Compensation
A proposal to approve, on an advisory basis, the compensation for the Named Executive Officers for 2023 was presented at the Annual Meeting. Set forth below are the results of the nonbinding vote:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 26,790,145 |
560,403 | 112,346 | 5,274,922 |
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 3, 2024 | By: | /s/ Anthony Maretic | ||||
| Name: | Anthony Maretic | |||||
| Title: | Chief Financial Officer, Secretary and Treasurer | |||||