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Piedmont Realty Trust, Inc.

For the period ended May 7, 2024. Filed Mar 14, 2024.

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About 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 7, 2024 · Filed Mar 14, 2024

PDM$9.97+1.1%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under § 240.14a-12

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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PIEDMONT OFFICE REALTY TRUST, INC.

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(Name of Registrant as Specified in its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box)

☒

No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Notice of Annual Meeting of Stockholders

and Proxy Statement

Dear Stockholder:

On Tuesday, May 7, 2024, Piedmont Office Realty Trust, Inc., a Maryland corporation, will hold its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. The meeting will begin at 11:00 a.m. Eastern time. If you were a registered stockholder of the Company as of the record date you will be able to attend the Annual Meeting, ask a question, and vote online by visitingwww.meetnow.global/M4VTKNX and following the instructions on your Notice of Internet Availability of Proxy Materials or proxy card. If you are a beneficial holder and hold your shares through an intermediary, such as a bank or broker, and want to attend the webcast with the ability to ask questions and/or vote, you must register in advance of the Annual Meeting by submitting proof of your proxy power from your broker or bank to Computershare by no later than 5:00 p.m, Eastern time, on May 2, 2024.

The purpose of this Annual Meeting is to:

I.Elect seven directors identified in the 2024 proxy statement to hold office for terms expiring at our 2025 annual meeting and until their successors are duly elected and qualified;
II.Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024;
III.Approve, on an advisory basis, the compensation of our named executive officers;
IV.Approve Amendment to our Second Amended and Restated 2007 Omnibus Incentive Plan;
V.Transact any other business as may properly come before the meeting, or any postponement or adjournment thereof.

Your board of directors has selected March 6, 2024 as the record date for determining stockholders entitled to vote at the meeting.

On March 27, 2024, we will begin mailing our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2024 proxy statement and our Annual Report to Stockholders for fiscal 2023, and how to vote online.

Whether or not you plan to attend the Annual Meeting remotely, your vote is very important, and we encourage you to vote promptly. You may vote via a toll-free telephone number or over the Internet. If you received a paper copy of the proxy card by mail, you may sign, date, and mail the proxy card in the envelope provided.

Instructions regarding all three methods offered for voting are contained in the proxy card or Notice of Internet Availability of Proxy Materials. If you execute a proxy but later decide, for any reason, to revoke your proxy, you may do so at any time before 11:59 p.m. Eastern time on May 6, 2024. You may also revoke your proxy by voting online prior to the poll closing at the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS /s/ THOMAS A. MCKEAN Thomas A. McKean Associate General Counsel and Corporate Secretary March 14, 2024 5565 Glenridge Connector | Suite 450 | Atlanta, GA 30342

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to be Held on May 7, 2024: Our 2024 Proxy Statement and our Annual Report to Stockholders for Fiscal 2023 are available at*www.envisionreports.com/PDM.***

Piedmont 2024 Proxy |3

2024 Proxy Statement

Table of Contents

2024 Proxy Statement at a Glance06
PROPOSAL 1: Election of Directors11
PROPOSAL 2: Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 202415
PROPOSAL 3: Advisory Vote to Approve Named Executive Officer Compensation17
PROPOSAL 4: Approval of Amendment to our Second Amended and Restated 2007 Omnibus Incentive Plan18
Certain Information about Management30
Information Regarding the Board of Directors and Committees32
Independence and Leadership Structure32
Board Committees32
Selection of Directors35
Board Membership Criteria36
Board Self-Evaluation Process37
Majority Voting Policy37
Term Limits37
Risk Oversight38
CyberRisk Management and Strategy38
CyberSecurity Governance39
Corporate Governance Guidelines and Code of Ethics40
Anti-Bribery, Corruption, and Money Laundering40
Environmental and Social Management Committees42
Corporate Social Responsibility43
Corporate Environmental Responsibility46
Stockholder Engagement and Outreach48
Communications with Stockholders or Other Interested Parties48
Executive Compensation49
Compensation Discussion and Analysis49
Elements of 2023 Executive Compensation55
Employment Agreements with our NEOs62
Stock Ownership Guidelines62
Hedging, Pledging, and Insider Trading Policy63
Impact of Regulatory Requirements on Compensation63

4| Piedmont 2024 Proxy

2023 Executive Compensation Tables64
Summary Compensation Table64
Grants of Plan Based Awards66
Outstanding Equity Awards at Fiscal Year End68
Stock Vested70
Potential Payments Upon Termination or Change of Control70
Compensation Committee Report72
Director Compensation73
Equity Compensation Plan Information74
CEO Pay Ratio75
Pay Versus Performance76
Compensation Policies and Practices as they Relate to Risk Management79
Certain Relationships and Related Transactions80
Stock Ownership81
Audit Committee Report83
Stockholder Proposals84
Householding84
Attending the Annual Meeting85
Other Matters86
Questions and Answers87
APPENDIX A: Amendment to Second Amended and Restate Omnibus Incentive Plan92
APPENDIX B: Amended Omnibus Incentive Plan96
APPENDIX C: Reconciliation of Non-GAAP Measures116

Piedmont 2024 Proxy |5

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.