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 1, 2025

 

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		Trading 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.

2025 Annual Meeting of Stockholders

City Office REIT, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) at the Company’s corporate offices in Vancouver, British Columbia, on Thursday, May 1, 2025. The proposals considered and approved by stockholders at the 2025 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, 2025;

 

•

the approval, on an advisory basis, of the compensation of the Company’s named executive officers (the “Named Executive Officers”) for 2024; 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 2026 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 Sweet		23,325,834		187,991		52,399		5,271,262
James Farrar		23,078,678		434,033		53,513		5,271,262
Michael Mazan		19,435,598		4,021,678		108,948		5,271,262
John McLernon		19,016,538		4,441,017		108,669		5,271,262
Sabah Mirza		17,680,128		5,760,384		125,712		5,271,262
Mark Murski		23,066,146		445,771		54,307		5,271,262

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, 2025 was also presented at the 2025 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
28,478,885		242,872		115,729

Approval of Executive Compensation

A proposal to approve, on an advisory basis, the compensation for the Named Executive Officers for 2024 was presented at the 2025 Annual Meeting. Set forth below are the results of the nonbinding vote:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
22,819,690		630,288		116,245		5,271,263

 

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

A proposal to amend the Plan was also presented at the 2025 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
22,322,342		1,144,637		99,244		5,271,263

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit Number		Description
10.1		Amendment No. 3 to the City Office REIT, Inc. Equity Incentive Plan, dated February 19, 2025, incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement on Schedule 14A filed on March 12, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURES

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

 

				CITY OFFICE REIT, INC.
Date: May 5, 2025				By:		/s/ Anthony Maretic
				Name:		Anthony Maretic
				Title:		Chief Financial Officer, Secretary and Treasurer