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): ~~January~~May 226, 2025

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 8^th 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 (seeGeneral 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~~Symbol(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 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 ~~January~~May 236, 2025, ~~Dennis Polk informed~~ the ~~Board~~stockholders of ~~Directors (the “Board”) of~~ Terreno Realty Corporation (the “Company”) ~~that~~voted ~~he would not stand for re-election as a director of the Company~~ at the ~~Company’s~~ 2025 Annual Meeting of Stockholders (the “Annual Meeting”). ~~Mr. Polk~~to ~~will~~approve ~~continue~~the toCompany’s ~~serve~~2025 onEquity ~~the~~Incentive ~~Board~~Plan ~~and~~(the ~~maintain~~“2025 ~~his~~Plan”), ~~committee~~pursuant ~~memberships~~to ~~through~~which ~~the~~2,000,000 ~~Annual~~shares ~~Meeting.~~of ~~Mr. Polk~~the Company’s ~~decision~~common ~~not~~stock, toplus ~~stand~~the ~~for~~number ~~re-election~~of ~~was~~shares ~~not~~remaining available under the ~~result~~Company’s of2019 ~~any~~Equity ~~disagreement~~Incentive ~~with~~Plan (the ~~Company~~“2019 onPlan”), ~~any~~will ~~matter~~be ~~relating~~available tofor ~~its~~issuance. ~~operations,~~The ~~policies~~2025 orPlan ~~practices~~replaces the 2019 Plan.

~~Signatures~~Additional information regarding the 2025 Plan is summarized under the heading “Proposal 3 – Approval of the Terreno Realty Corporation 2025 Equity Incentive Plan” in the Company’s Definitive Proxy Statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission on March 21, 2025, and is incorporated herein by reference. The summary of the 2025 Plan set forth in the Proxy Statement and the description of the 2025 Plan set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the copies of the 2025 Plan and the Form of Award Agreement filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company held its Annual Meeting in Bellevue, Washington. As of the record date, there were a total of 103,019,200 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.

(a)	Votes regarding the election of the persons named below as directors, each to serve until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies were as follows:


Names of Directors	Total Number of Votes Cast For		Total Number of Votes Against		Total Number of Votes Abstain		Broker Non Votes
W. Blake Baird		95,336,080		3,157,617		122,476		1,620,384
Michael A. Coke		97,230,694		1,260,538		124,941		1,620,384
Gary N. Boston		96,036,912		2,454,090		125,171		1,620,384
LeRoy E. Carlson		88,187,115		10,266,562		162,496		1,620,384
Constance von Muehlen		97,691,317		800,534		124,322		1,620,384
Irene H. Oh		96,240,105		2,230,359		145,709		1,620,384
Douglas M. Pasquale		93,033,212		5,565,056		17,905		1,620,384

Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director until the next annual meeting of stockholders and until his or her successor has been duly elected and qualifies.

(b)	Votes regarding a non-binding, advisory resolution approving the compensation of the Company’s named executive officers were as follows:


For	Against	Abstain	Broker Non Votes
94,621,881	3,975,792	18,500	1,620,384

Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company’s named executive officers was approved by the Company’s stockholders.

(c)	Votes regarding the approval of the 2025 Plan were as follows:


For	Against	Abstain	Broker Non Votes
94,759,989	3,842,315	13,869	1,620,384

Based on the votes set forth above, the 2025 Plan was approved by the Company’s stockholders.

(d)	Votes regarding the ratification of the Audit Committee’s appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2025 fiscal year were as follows:


For	Against	Abstain	Broker Non Votes
99,572,820	647,740	15,997	—

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered certified public accounting firm of the Company to serve for the fiscal year ending December 31, 2025 was duly ratified by the Company’s stockholders.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits:


Exhibit		Description

10.1		Terreno Realty Corporation 2025 Equity and Performance Incentive Plan (incorporated by reference to Appendix A to Terreno Realty Corporation’s Proxy Statement on Schedule 14A dated March 21, 2025 (File No. 001-34603)).

10.2		Form of Restricted Stock Award Agreement for Executive Officers and Employees (incorporated by reference to Exhibit 4.8 to the Company’s Registration Statement on Form S-8 (File No. 333-231123) filed with the Securities and Exchange Commission on April 30, 2019).

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 report to be signed on its behalf by the undersigned hereunto duly authorized.

Terreno Realty Corporation

Date: January 24, 2025

/s/ Jaime J. Cannon

Date: May 7, 2025

/s/ Jaime J. Cannon

Jaime J. Cannon

Executive Vice President and Chief Financial Officer

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