Terreno Realty Corp
For the period ended May 6, 2025. Filed Mar 21, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 21, 2025
Use the contents to explore the available documents and sections.
Contents
QUESTIONS AND ANSWERS
| Q: | Why did you send me this proxy statement? |
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A: We sent you this proxy statement and the enclosed proxy card because our board of directors is soliciting proxies to be voted at our 2025 annual meeting of stockholders, or the annual meeting. The annual meeting will be held at our Bellevue office, 10500 NE 8th Street, Suite 1910, Bellevue, Washington 98004 on Tuesday, May 6, 2025, at 8:00 a.m., Pacific Time. This proxy statement summarizes the information you need to know to vote by proxy or in person at the annual meeting. You do not need to attend the annual meeting in person in order to vote.
| Q: | When was the proxy statement mailed? |
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A: The proxy statement, the enclosed proxy card and the 2024 Annual Report are being mailed or made available to stockholders beginning on or about March 21, 2025. As permitted by the rules of the Securities and Exchange Commission, or SEC, certain of our stockholders may receive a notice of internet availability of proxy materials, or Notice, which is first being sent to stockholders on or about March 21, 2025, containing information on the availability of our proxy materials on the internet. Stockholders who received the Notice will not receive a paper copy of our proxy materials unless requested in the manner described in the Notice. The Notice explains how to access and review this proxy statement and our 2024 Annual Report and how you may vote by proxy.
| Q: | Who is entitled to vote? |
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A: All stockholders of record of our common stock as of the close of business on March 7, 2025, the record date, are entitled to receive notice of the annual meeting and to cast one vote for each share of common stock they held of record at the close of business on the record date.
| Q: | What is the quorum for the meeting? |
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A: Stockholders entitled to cast a majority of all votes entitled to be cast, as of the close of business on the record date, will constitute a quorum for the transaction of business at the annual meeting. No business may be conducted at the meeting if a quorum is not present. Brokernon-votes (defined below) and abstentions will be counted as present in determining whether or not there is a quorum. As of the close of business on the record date, 103,019,200 shares of common stock were issued and outstanding.
If stockholders entitled to cast a majority of all votes entitled to be cast are not present, in person or by proxy, at the annual meeting, the chairman of the meeting may adjourn the annual meeting to another date, time or place, not later than 120 days after the original record date of March 7, 2025. Notice need not be given of the new date, time or place if announced at the meeting before an adjournment is taken.
| Q: | How many votes do I have without attending the annual meeting? |
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A: You are entitled to cast one vote for each share of our common stock you owned of record on the record date on each item submitted to you for consideration.
| Q: | How do I vote without attending the annual meeting? |
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A: Whether or not you plan to attend the annual meeting, we urge you to authorize your proxy to vote. If you received a Notice, please follow the voting instructions in the Notice to authorize your proxy. If you received paper copies of the proxy materials, you may authorize your proxy by completing, dating, signing and promptly returning the proxy card in the self-addressed stamped envelope provided. You may also authorize your proxy to vote your shares by the internet or telephone as described in your proxy card. If your shares of common stock are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your shares of common stock voted. Your proxy (one of the individuals named in your proxy card) will vote your shares per your instructions. Authorizing your proxy by mailing a proxy card, the internet or telephone will not limit your right to attend the annual meeting and vote your shares in person.
| Q: | How do I vote my shares that are held by my broker, bank or other nominee? |
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A: If you have shares held through a broker, bank or other nominee, you should instruct your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provides to you. Most brokers, banks or other nominees allow you to provide voting instructions by the internet, mail or telephone.
| Q: | What am I voting on? |
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A: You are being asked to consider and vote on the following proposals:
| • | a proposal to elect seven directors, each to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies; |
| • | a proposal to adopt a resolution to approve, on a non-binding, advisory basis, certain executive compensation as more fully described in this proxy statement; |
| • | a proposal to approve the Terreno Realty Corporation 2025 Equity Incentive Plan; and |
| • | a proposal to ratify the appointment of Ernst & Young LLP as our independent registered certified public accounting firm for the 2025 fiscal year. |
In addition, your proxies will have the authority to vote in their discretion as to any other business as may properly come before the annual meeting, including any adjournments or postponements thereof.
| Q: | What vote is required to approve the proposals assuming that a quorum is present at the annual meeting? |
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The following table sets forth the voting requirements with respect to each of the proposals:
| Proposal 1 | Election of Directors | Each director must be elected by a majority of the votes cast at the annual meeting. Accordingly, in an uncontested election, a nominee is elected if he or she receives more “FOR” votes than the total number of “AGAINST” votes. Please see the section titled, “Vote Required – Majority Vote Standard for Election of Directors” for a more detailed description of the majority voting standard in our bylaws. |
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| Proposal 2 | Non-binding, Advisory Approval of the Compensation of Our Named Executive Officers | For the resolution to be adopted by stockholders, this proposal must receive the affirmative “FOR” vote of a majority of votes cast on this proposal at the annual meeting. |
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| Proposal 3 | Approval of the Terreno Realty Corporation 2025 Equity Incentive Plan | To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of a majority of votes cast on this proposal at the annual meeting. |
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| Proposal 4 | Ratification of the Appointment of Independent Registered Certified Public Accounting Firm | To be approved by stockholders, this proposal must receive the affirmative “FOR” vote of a majority of votes cast on this proposal at the annual meeting. |
With respect to Proposals 1, 2, 3 and 4, abstentions and brokernon-votes are not counted as votes cast and will have no effect on the result of the vote.
| Q: | Will there be any other items of business on the agenda? |
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A: Our board of directors does not know of any other matters that may be properly brought before the annual meeting nor does it foresee or have reason to believe that proxy holders will have to vote for substitute or alternate nominees for election to our board of directors. In the event that any other matter should properly come before the annual meeting or any nominee is not available for election, the persons named in the enclosed proxy will have discretionary authority to vote all proxies with respect to such matters in accordance with their discretion.
| Q: | What happens if I submit my proxy without providing voting instructions on all proposals? |
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A: If you are a stockholder of record and properly submit your proxy via the internet, mail or telephone, your proxy will be voted at the annual meeting in accordance with your directions. If you sign and return a proxy card without giving specific voting instructions, then the Company-designated proxy holders will vote your shares in the manner recommended by our board of directors on all matters presented in this proxy statement and as the proxy holders may determine in their discretion regarding any other matters properly presented for a vote at the meeting.
If you are a beneficial owner of shares and your broker, bank or nominee does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the New York Stock Exchange (NYSE) rules, if you do not give instructions to your broker, bank or other nominee, it will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain“non-discretionary” items. The ratification of the appointment of our independent registered certified public accounting firm (Proposal 4) is considered to be a discretionary item under the NYSE rules and your broker, bank or other nominee will be able to vote on that item even if it does not receive instructions from you. The election of directors (Proposal 1), thenon-binding, advisory approval of executive compensation (Proposal 2) and the approval of the Terreno Realty Corporation 2025 Equity Incentive Plan (Proposal 3) are considerednon-discretionary items. A broker, bank or nominee may not vote your shares with respect to thesenon-discretionary items if you have not provided instructions. This is called a “brokernon-vote.” We strongly encourage you to submit your proxy with instructions and exercise your right to vote as a stockholder.
| Q: | Who has paid for this proxy solicitation? |
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A: We have paid the entire expense of preparing, printing and mailing this proxy statement, the Notice and any additional materials furnished to stockholders.
| Q: | May stockholders ask questions at the annual meeting? |
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A: Yes. There will be time allotted at the end of the meeting when our representatives will answer appropriate questions from the floor.
| Q: | How do I submit a proposal or nominate a candidate for election as a director at the 2025 annual meeting of stockholders? |
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A: Our bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at an annual meeting of stockholders or propose business for consideration at such meeting, written notice accompanied by the information and other materials specified in our bylaws generally must be delivered to our corporate secretary not later than the close of business on the 120th day, and not earlier than the 150th day, prior to the first anniversary of the date of the notice for the preceding year’s annual meeting. Accordingly, a stockholder nomination or proposal intended to be considered at the 2026 annual meeting of stockholders, but not included in our proxy statement, generally must be received by our corporate secretary after October 22, 2025 and prior to 5:00 p.m., Eastern Time, the close of business, on November 21, 2025. If the 2026 annual meeting of stockholders is scheduled to take place before April 6, 2026 or after June 5, 2026, then notice must be delivered no earlier than the 150th day prior to the 2026 annual meeting of stockholders and not later than the close of business on the later of the 120th day prior to the 2026 annual meeting of stockholders or the tenth day following the day on which public announcement of the date of the 2026 annual meeting of stockholders is first made by the Company. If the number of directors to be elected at the 2026 annual meeting of stockholders is increased, and there is no public announcement of such increase before November 11, 2025, then notice of nominees for any new positions created by such increase must be delivered not later than 5:00 p.m., Eastern Time, the close of business, on the later of November 11, 2025 and the tenth day after the day on which public announcement of such increase is first made by the Company. Proposals or nominations and the other materials required by our bylaws should be mailed to the attention of our corporate secretary at 10500 NE 8 th Street, Suite 1910, Bellevue, WA 98004. A copy of the bylaws may be obtained from our corporate secretary by written request to the same address.
The date by which we must receive stockholder proposals for inclusion in the proxy materials relating to the 2026 annual meeting of stockholders, or for presentation at such meeting, is November 21, 2025. Stockholder proposals to be included in our proxy materials relating to the 2026 annual meeting of stockholders must comply with all of the applicable requirements set forth in the rules and regulations of the SEC including Rule 14a-8. Our board of directors will review any stockholder proposals that are timely submitted and will determine whether such proposals meet the criteria for inclusion in the proxy solicitation materials or for consideration at the 2025 annual meeting.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, no later than March 7, 2025.
| Q: | Can I change my vote after I have voted? |
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A: Yes. Proxies properly submitted by the internet, mail or telephone do not preclude a stockholder from voting in person at the meeting. A stockholder may revoke a proxy at any time prior to its exercise by filing with our corporate secretary a duly executed revocation of proxy, by properly submitting, either by internet, mail or telephone, a proxy to our corporate secretary bearing a later date or by appearing at the meeting and voting in person. Attendance at the meeting will not by itself constitute revocation of a proxy. If you have shares held through a broker, bank or other nominee and you instructed your broker, bank or other nominee to vote your shares by following the instructions that the broker, bank or other nominee provided to you, you may change your voting instructions by submitting new voting instructions to your broker, bank or other nominee.
| Q: | Can I find additional information on the Company’s website? |
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A: Yes. Our website is located athttp://www.terreno.com. Although the information contained on our website is not part of this proxy statement and is not incorporated by reference in this proxy statement, you can view additional information on the website, such as our corporate governance guidelines, our Code of Business Conduct and Ethics, charters of our board committees and reports that we file with the SEC.
| Q: | How can I access the proxy materials electronically? |
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A: This proxy statement and our 2024 Annual Report, including our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available atwww.proxyvote.com. Instead of receiving copies of our future annual reports, proxy statements, proxy cards and, when applicable, notices of internet availability of proxy materials, by mail, you can consent to receiving such materials electronically viae-mail or the internet. To sign up for electronic delivery, please follow the instructions above, on your proxy card or on the Notice to vote using the internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
| Q: | What is householding? |
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A: The SEC permits a single set of annual reports, proxy statements and/or notices of internet availability of proxy materials to be sent to any household at which two or more stockholders reside if they appear to be members of the same family. This procedure, referred to as “householding,” reduces the volume of duplicate information stockholders receive and reduces mailing and printing costs. Only one copy of the notice of internet availability of proxy materials may be sent to certain beneficial stockholders who share a single address, unless any stockholder residing at that address has given contrary instructions.
We will promptly deliver, upon oral or written request, a separate copy of the annual report, proxy statement and/ or notice of internet availability of proxy materials to a stockholder at a shared address to which a single copy of these documents was delivered. If any beneficial stockholder residing at such an address desires to receive a separate copy of the notice of internet availability of proxy materials at this time or to receive a separate notice of internet availability of proxy materials in the future, the stockholder should contact Investor Relations by telephone at (415)655-4580 or by mail at Terreno Realty Corporation — Investor Relations, 10500 NE 8 th Street, Suite 1910, Bellevue, WA 98004.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 6, 2025:
This proxy statement and our 2024 Annual Report, including our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.