Piedmont Realty Trust, Inc.
For the period ended May 15, 2025. Filed Mar 21, 2025.
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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 15, 2025 · Filed Mar 21, 2025
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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
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under § 240.14a-12
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
PIEDMONT OFFICE REALTY TRUST, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box)
☒
No fee required.
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Notice of Annual Meeting of Stockholders
and Proxy Statement
Dear Stockholder:
On Thursday, May 15, 2025, Piedmont Office Realty Trust, Inc., a Maryland corporation, will hold its 2025 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 visiting www.meetnow.global/MHGUPK2 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 10, 2025.
The purpose of this Annual Meeting is to:
I. Elect nine directors identified in the 2025 proxy statement to hold office for terms expiring at our 2026 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 2025;
III. Approve, on an advisory basis, the compensation of our named executive officers;
IV. Transact any other business as may properly come before the meeting, or any postponement or adjournment thereof.
Your board of directors has selected March 4, 2025 as the record date for determining stockholders entitled to vote at the meeting.
On April 2, 2025, we will begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our 2025 proxy statement and our Annual Report to Stockholders for fiscal 2024, 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 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 14, 2025. 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 21, 2025
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 15, 2025: Our 2025 Proxy Statement and our Annual Report to Stockholders for Fiscal 2024 are available atwww.envisionreports.com/PDM
Piedmont - 2025 Proxy |3
2025 Proxy Statement
TABLE OF CONTENTS
| 2025 Proxy Statement at a Glance | 06 |
|---|---|
| PROPOSAL 1: Election of Directors | 12 |
| PROPOSAL 2: Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2025 | 18 |
| PROPOSAL 3: Annual Advisory Vote to Approve Compensation of Named Executive Officers | 20 |
| Certain Information about Management | 21 |
| Information Regarding the Board of Directors and Committees | 23 |
| Independence and Leadership Structure | 23 |
| Board Committees | 23 |
| Selection of Directors | 25 |
| Board Membership Criteria | 26 |
| Board Evaluation Process | 27 |
| Majority Voting Policy | 27 |
| Term Limits | 27 |
| Risk Oversight | 28 |
| CyberRisk Management and Strategy | 28 |
| CyberSecurity Governance | 30 |
| Corporate Governance Guidelines and Code of Ethics | 30 |
| Insider Trading Policy | 31 |
| Anti-Bribery, Corruption, and Money Laundering | 31 |
| Environmental and Social Management Committees | 32 |
| Corporate Social Responsibility | 33 |
| Corporate Environmental Responsibility | 36 |
| Stockholder Engagement and Outreach | 38 |
| Communications with Stockholders or Other Interested Parties | 38 |
| Executive Compensation | 39 |
| Compensation Discussion and Analysis | 39 |
| Elements of 2024 Executive Compensation | 45 |
| Executive Severance Plan | 52 |
| Executive Clawback Policy | 53 |
| Stock Ownership Guidelines | 53 |
| Prohibition on Hedging and Pledging | 53 |
| Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information | 54 |
4 | Piedmont - 2025 Proxy
| 2024 Executive Compensation Tables | 56 |
|---|---|
| Summary Compensation Table | 56 |
| Grants of Plan Based Awards | 58 |
| Outstanding Equity Awards at Fiscal Year End | 60 |
| Stock Vested | 62 |
| Potential Payments Upon Termination or Change of Control | 62 |
| Compensation Committee Report | 64 |
| Director Compensation | 65 |
| Equity Compensation Plan Information | 66 |
| CEO Pay Ratio | 67 |
| Pay Versus Performance | 68 |
| Compensation Policies and Practices as they Relate to Risk Management | 72 |
| Certain Relationships and Related Transactions | 72 |
| Stock Ownership | 73 |
| Audit Committee Report | 75 |
| Stockholder Proposals | 76 |
| Householding | 76 |
| Attending the Annual Meeting | 77 |
| Other Matters | 78 |
| Questions and Answers | 79 |
| APPENDIX A: Reconciliation of Non-GAAP Measures | 84 |
Piedmont - 2025 Proxy |5
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.