8-K

CITY OFFICE REIT, INC.

Date: May 6, 2022

/s/ Anthony Maretic

Anthony Maretic

Chief Financial Officer, Secretary and Treasurer

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

Date of Report (Date of earliest event reported): May 4, 2022

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

001-36409

98-1141883

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

666 Burrard Street, Suite 3210,

Vancouver, British Columbia,

V6C 2X8

(Address of principal executive offices)

(Zip Code)

(604) 806-3366

(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	Ticker Symbols:	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value	CIO	New York Stock Exchange
6.625% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share	CIO.PrA	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 Exchange 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 a Vote of Security Holders.

2022 Annual Meeting of Stockholders

City Office REIT, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “2022 Annual Meeting”) online via a live webcast on Wednesday, May 4, 2022. The proposals considered and approved by stockholders at the 2022 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, 2022;

•

the approval, on an advisory basis, of the compensation of the Company’s named executive officers (the “Named Executive Officers”) for 2021; and

•

the approval of an amendment to the Company’s Equity Incentive Plan (the “Plan”), to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes.

Election of Directors

Each of the individuals listed below was duly elected as a director of the Company to serve until the 2023 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 Non-Votes
John McLernon	27,582,444	2,760,473	30,303	3,915,698
James Farrar	30,304,232	44,171	24,817	3,915,698
William Flatt	30,305,961	44,455	22,804	3,915,698
Sabah Mirza	28,543,847	1,807,280	22,093	3,915,698
Mark Murski	30,218,834	130,327	24,059	3,915,698
John Sweet	28,439,168	1,910,847	23,205	3,915,698

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, 2022 was also presented at the 2022 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
33,754,444	510,395	24,079

Approval of Executive Compensation

A proposal to approve, on an advisory basis, the compensation for the Named Executive Officers for 2021 was presented at the Annual Meeting. Set forth below are the results of the nonbinding vote:


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,266,701	990,171	116,348	3,915,698

Approval of an Amendment to the Company’s Equity Incentive Plan

A proposal to amend the Plan was also presented at the 2022 Annual Meeting to increase the number of shares of the Company’s common stock available for awards made thereunder and certain other administrative changes. Set forth below are the results of the vote for the amendment of the Plan:


Votes For	Votes Against	Abstentions	Broker Non-Votes
29,042,309	1,275,208	55,703	3,915,698


Exhibit Number		Description

10.1		Amendment No. 2 to the City Office REIT, Inc. Equity Incentive Plan, dated February 24, 2022, incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 16, 2022.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).