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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 12, 2026
 
Piedmont Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34626
 
Maryland 58-2328421
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)

5565 Glenridge Connector Ste. 450
Atlanta, Georgia 30342

(Address of principal executive offices, including zip code)
 
(770) 418-8800
(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:
☐   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 Name of each exchange on which registered
Common Stock, $0.01 par value PDM 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 ☐



Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Third Amended and Restated Omnibus Incentive Plan

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.o On May 12, 2026, the stockholders of Piedmont Realty Trust, Inc. (the "Registrant") approved the Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan (the “A&R Incentive Plan"). The A&R Incentive Plan was authorized and approved by the Registrant’s Board of Directors (the “Board”) on March 9, 2026, subject to approval by the Registrant’s stockholders at the Registrant’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). The A&R Incentive Plan amends the Registrant’s existing Second Amended and Restated 2007 Omnibus Incentive Plan (the “Prior Plan”) to, among other things, (i) increase the number of shares of common stock available for issuance by 5,000,000 shares from 13,666,667 to 18,666,667, and (ii) makes certain other amendments to the Prior Plan.

The foregoing description of the terms and conditions of the A&R Incentive Plan is qualified in its entirety by reference to the terms and conditions of the A&R Incentive Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

On May 12, 2026, the Registrant held its 2026 Annual Meeting virtually. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended.

The following matters were submitted to a vote of the stockholders:

The Registrant’s stockholders elected the following individuals to its board of directors for one-year terms expiring in 2027:

Name Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained Broker Non-Votes
Kelly H. Barrett 93,769,314  1,135,960  102,446  10,136,450 
Glenn G. Cohen 93,364,110  1,538,810  104,800  10,136,450 
Jeffrey J. Donnelly 94,704,497  197,357  105,866  10,136,450 
Deneen L. Donnley 93,628,956  294,363  1,084,400  10,136,450 
Mary M. Hager 93,170,997  679,155  1,157,568  10,136,450 
Barbara B. Lang 92,824,350  2,059,706  123,663  10,136,450 
Stephen E. Lewis 93,725,282  1,179,703  102,734  10,136,450 
C. Brent Smith 94,121,148  784,498  102,073  10,136,450 
Dale H. Taysom 94,073,611  807,844  126,265  10,136,450 

The Registrant’s stockholders voted to ratify the appointment of Deloitte and Touche, LLP, as independent registered public accountants for the fiscal year ended December 31, 2026, as follows:

Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained
103,570,987  1,510,473  62,710 

The Registrant's stockholders voted to approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement as follows:

Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained Broker Non-Votes
92,507,534  2,303,553  196,632  10,136,450 



Finally, the Registrant's stockholders voted to approve the Third Amended and Restated Omnibus Incentive Plan as disclosed in the proxy statement as follows:

Number of Shares Voted For Number of Shares Voted Against Number of Shares Abstained Broker Non-Votes
75,185,678  19,590,850  231,192  10,136,450 

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No. Description
10.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
    Piedmont Realty Trust, Inc.
  (Registrant)
Dated: May 12, 2026 By: /s/ Sherry L. Rexroad
    Sherry L. Rexroad
    Chief Financial Officer and Executive Vice President