8-K

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

May 3, 2023

Date of Report (Date of earliest event reported)

______________________________________________________________________________________________________

FIRST INDUSTRIAL REALTY TRUST, INC.

FIRST INDUSTRIAL, L.P.

(Exact name of registrant as specified in its charter)

 _____________________________________________________________________________________________________ 

First Industrial Realty Trust, Inc.	Maryland	1-13102	36-3935116
First Industrial, L.P.	Delaware	333-21873	36-3924586
	(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One North Wacker Drive, Suite 4200

Chicago, Illinois 60606

(Address of principal executive offices, zip code)

(312) 344-4300

(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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	FR	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 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 vote of Security Holders.

First Industrial Realty Trust, Inc. (the "Company") held its Annual Meeting on May 3, 2023. Of the 132,211,367 shares of common stock outstanding and entitled to vote on the March 9, 2023 record date for the Annual Meeting, a total of 115,544,157 shares of common stock were represented in person or by proxy. Results of votes with respect to proposals submitted at the Annual Meeting are as follows:

a.To elect the seven directors listed below to the Board of Directors to serve until the 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The Company's stockholders voted to elect the seven nominees to serve as directors. Votes recorded, by nominee, were as follows:

NOMINEE	For	Against	Abstain
Peter E. Baccile	106,203,884	1,732,313	72,037
Teresa B. Bazemore	106,512,356	1,414,716	81,162
Matthew S. Dominski	103,648,035	4,288,204	71,995
H. Patrick Hackett, Jr.	103,293,127	4,639,981	75,126
Denise A. Olsen	105,406,104	2,522,892	79,238
John E. Rau	86,843,756	21,081,755	82,723
Marcus L. Smith	105,413,719	2,514,302	80,213

There were 7,535,923 broker non-votes with respect to each nominee.

b.To approve, on an advisory (i.e. non-binding) basis, the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting. The Company's stockholders voted to approve this proposal with 98,371,390 votes "For" and 9,507,198 votes "Against". There were 129,646 abstentions and 7,535,923 broker non-votes with respect to such proposal.

c.To indicate, on an advisory (i.e. non-binding) basis, the frequency with which the Company's stockholders would like to cast an advisory vote on the compensation of the Company's named executive officers. The Company's stockholders cast 104,167,402 votes in favor of voting on executive compensation each year, 163,939 votes in favor of voting on executive compensation every two years and 3,603,164 votes in favor of voting on executive compensation every three years. There were 73,729 abstentions and 7,535,923 broker non-votes. Subsequent to the Annual Meeting on May 3, 2023, our board of directors determined that future advisory votes on executive compensation will continue to be held annually.

d.To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The Company’s stockholders voted to approve this proposal with 112,353,651 votes “For” and 3,105,908 votes “Against”. There were 84,598 abstentions and no broker non-votes with respect to such proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIRST INDUSTRIAL REALTY TRUST, INC.
By:	/s/    JENNIFER MATTHEWS RICE
	Jennifer Matthews Rice General Counsel

Date: May 3, 2023

FIRST INDUSTRIAL, L.P.
By:	FIRST INDUSTRIAL REALTY TRUST, INC.
	its general partner
By:	/s/    JENNIFER MATTHEWS RICE
	Jennifer Matthews Rice General Counsel

Date: May 3, 2023

XML

Document and Entity Information Document	May 03, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	May 03, 2023
Entity Registrant Name	FIRST INDUSTRIAL REALTY TRUST, INC.
Entity Central Index Key	0000921825
Amendment Flag	false
Entity Incorporation, State or Country Code	MD
Entity File Number	1-13102
Entity Tax Identification Number	36-3935116
Entity Address, Address Line One	One North Wacker Drive, Suite 4200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	344-4300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	FR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
First Industrial, L.P.
Entity Information [Line Items]
Document Type	8K
Document Period End Date	May 03, 2023
Entity Registrant Name	FIRST INDUSTRIAL, L.P.
Entity Central Index Key	0001033128
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	333-21873
Entity Tax Identification Number	36-3924586
Entity Address, Address Line One	One North Wacker Drive, Suite 4200
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60606
City Area Code	312
Local Phone Number	344-4300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false