Piedmont Realty Trust Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors nominated by the board to hold office until the 2027 annual meeting and until their successors are elected and qualified; each nominee must receive a majority of votes cast.

2. 2

   Ratification of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for Fiscal 2026

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026.

   More detail

   This management proposal asks shareholders to ratify Deloitte & Touche LLP as Piedmont’s independent registered public accounting firm for fiscal 2026. Management and the Audit Committee selected Deloitte on February 17, 2026 and have presented fees and a description of pre-approval policies; Deloitte has been the firm since 2018. Ratification is not required but is considered good corporate governance practice, and the Audit Committee reserves the right to change auditors if ratification fails. The board unanimously recommends a FOR vote, citing Deloitte’s tenure and the Audit Committee’s oversight of audit and non-audit engagements, fee levels, and independence safeguards. If not ratified, the Audit Committee may appoint a different auditor during the year, so failure to approve would be a strong signal but not binding on the Audit Committee.

3. 3

   Advisory Vote to Approve the Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory approval of the compensation of the named executive officers as disclosed in the proxy statement.

   More detail

   This advisory management proposal asks shareholders to approve, on a non-binding basis, the company’s executive compensation as disclosed for 2025 (the ‘say-on-pay’ vote). Management explains the structure and objectives of its compensation program—mix of performance-based short- and long-term incentives, stock ownership guidelines, clawback policy, caps on payouts, and peer benchmarking—and cites strong prior shareholder support (approximately 96% in 2025). The board and Compensation Committee will consider the voting results in future compensation decisions. The board unanimously recommends a FOR vote, arguing program alignment with stockholder interests and risk controls.

4. 4

   Approval of the Third Amended and Restated Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated Omnibus Incentive Plan to increase available shares by 5,000,000 (from 13,666,667 to 18,666,667) and make other amendments described in the plan.

   More detail

   Management’s Proposal 4 requests shareholder approval to amend and restate the company’s long-standing Omnibus Incentive Plan to add 5,000,000 shares (increasing the total to 18,666,667) and to make several technical and governance-related updates, including default treatment of performance awards on change in control and plan renaming. Management contends the additional shares are necessary given historic grant practices, an average three-year burn rate of ~1.01%, and to maintain equity awards as a meaningful component of compensation for employees, officers, and non-employee directors. The board approved the changes and recommends a FOR vote, arguing failure to approve could impair the company’s ability to retain senior management and attract talent. The proposal includes detailed features: eligibility, award types, per-person limits, a $10 million per-year payout cap, minimum vesting and a 12-month post-issuance holding period for Senior VPs and above, change-in-control provisions, limits on re-pricing without shareholder approval, and a termination date of March 17, 2031. The Committee retains substantial discretion over administration; awards will remain subject to clawback and compliance with Section 409A. Approval requires a majority of votes cast.

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When is the Piedmont Realty Trust Inc 2026 annual meeting?

Piedmont Realty Trust Inc (PDM) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.

What is the record date for the Piedmont Realty Trust Inc 2026 meeting?

The record date for the Piedmont Realty Trust Inc 2026 meeting is Wednesday, March 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Piedmont Realty Trust Inc's 2026 meeting?

The board is presenting 9 director nominees at the Piedmont Realty Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Piedmont Realty Trust Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Piedmont Realty Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.