Form 8-K - Current report

Terreno Realty Corporation

Date: June 4, 2024

/s/ Jaime J. Cannon

Jaime J. Cannon

Executive Vice President and Chief Financial Officer

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 31, 2024

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

Maryland

001-34603

27-1262675

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10500 NE 8th Street, Suite 1910

Bellevue, WA 98004

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

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 Securities Act:

Title of each class

Trading

Symbols(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

TRNO

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 31, 2024, the Board of Directors (the “Board”) of Terreno Realty Corporation (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, expanded the Board by one seat and appointed Constance von Muehlen as a director, effective as of June 1, 2024. Ms. von Muehlen has been appointed to serve on the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee (collectively, the “Committees”). The Board has determined that Ms. von Muehlen satisfies all applicable requirements to serve on the Committees, including without limitation, the applicable requirements of the New York Stock Exchange and the Securities Exchange Act of 1934, as amended. Ms. von Muehlen is eligible to receive the compensation payable under our compensation program for our independent directors. Additionally, in connection with Ms. von Muehlen’s appointment to the Board, the Company and Ms. von Muehlen will enter into an indemnification agreement in the same form as the Company has previously entered into with each of the Company’s existing independent directors.

Ms. von Muehlen is not a party to any arrangement or understanding with any person pursuant to which she was appointed as a member of the Board, nor is she a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company or any of its subsidiaries.

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.

Document and Entity Information	May 31, 2024
Cover [Abstract]
Entity Registrant Name	Terreno Realty Corp
Amendment Flag	false
Entity Central Index Key	0001476150
Document Type	8-K
Document Period End Date	May 31, 2024
Entity Incorporation State Country Code	MD
Entity File Number	001-34603
Entity Tax Identification Number	27-1262675
Entity Address, Address Line One	10500 NE 8th Street
Entity Address, Address Line Two	Suite 1910
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	(415)
Local Phone Number	655-4580
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value per share
Trading Symbol	TRNO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false