Terreno Realty Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the next annual meeting and until their successors qualify.

2. 2

   Non-binding, Advisory Approval of the Compensation of Our Named Executive Officers

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' resolution to approve compensation of named executive officers as disclosed in the proxy statement.

   More detail

   This management proposal asks stockholders to cast a non-binding advisory vote approving the company’s executive compensation as disclosed under Item 402 of Regulation S-K (the 'say-on-pay' vote). Management seeks shareholder endorsement of its compensation philosophy — which emphasizes alignment with long-term stockholder value through a heavy weighting of at-risk equity, including performance shares tied to three-year total stockholder return vs. peers, and time-vesting restricted stock — to validate its approach for attracting, retaining and motivating key executives. The board recommends a vote FOR, arguing the program’s design ties pay to multi-year TSR relative to the MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index, uses high-reach formulaic metrics, and includes clawback and governance features; it also notes strong prior shareholder support and that advisory votes will inform future compensation decisions. The vote is advisory and not binding; however, management indicates it values investor feedback and will consider results in future pay determinations. The proposal’s significance stems from executive pay magnitude and risk alignment, the use of peer-relative TSR metrics that may yield large payouts in outperformance scenarios, and potential reputational implications if shareholder opposition is significant.

3. 3

   Ratification of the Appointment of Independent Registered Certified Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the company’s independent auditors for fiscal year 2026.

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When is the Terreno Realty Corp 2026 annual meeting?

Terreno Realty Corp (TRNO) holds its 2026 annual shareholder meeting on Tuesday, May 5, 2026.

What is the record date for the Terreno Realty Corp 2026 meeting?

The record date for the Terreno Realty Corp 2026 meeting is Friday, March 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Terreno Realty Corp's 2026 meeting?

The board is presenting 8 director nominees at the Terreno Realty Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Terreno Realty Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Terreno Realty Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.