8-K - PKST - Equibles

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): June 18, 2024

Peakstone Realty Trust

(Exact name of registrant as specified in its charter)

Commission File Number: 001-41686

Maryland	46-4654479
(State or other jurisdiction of incorporation)	(IRS Employer Identification No.)

1520 E. Grand Avenue, El Segundo, CA 90245

(Address of principal executive offices, including zip code)

(310) 606-3200

(Registrant's telephone number, including area code)

N/A

(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:

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.001 par value per share	PKST	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.

The board of trustees of Peakstone Realty Trust (the “Company”) previously adopted, subject to shareholder approval, the First Amendment (the “Amendment”) to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Plan”), which was approved by the Company’s shareholders on June 18, 2024 at the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”). The Amendment increases the aggregate number of common shares of beneficial interest of the Company, par value $0.001 per share (the “Shares”), that may be issued under awards pursuant to the Plan by 1,285,700 Shares.

The foregoing description of the Amendment to the Plan is qualified in its entirely by reference to the text of such Amendment, which is filed as Exhibit 10.1 hereto, and incorporated herein by reference.

Item 5.07	Submission of Matters to a Vote of Security Holders.

On June 18, 2024, the Company held the Annual Meeting, at which a quorum was present. The Company held its Annual Meeting to consider and vote on the four proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the U.S. Securities and Exchange Commission on April 29, 2024. The final voting results are set forth below.

Proposal 1 – Election of Trustees

The Company’s shareholders elected the five nominated trustees identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of shareholders in 2025 and until their successors are duly elected and qualify, with the votes cast as follows:

Nominees	Votes For	Votes Withheld	Broker Non-Vote
Carrie DeWees	11,918,337	727,783	11,721,023
Michael J. Escalante	12,010,064	636,056	11,721,023
Jeffrey Friedman	12,067,897	578,223	11,721,023
Samuel Tang	11,970,342	675,778	11,721,023
Casey Wold	10,519,998	2,126,122	11,721,023

Proposal 2 – Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, with the votes cast as follows:

Votes For	Votes Against	Abstain	Broker Non-Vote
23,749,693	413,448	204,002	-

Proposal 3 – Advisory (Non-Binding) Vote on the Compensation Paid to the Company’s Named Executive Officers

The Company’s shareholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers, with the votes cast as follows:

Votes For	Votes Against	Abstain	Broker Non-Vote
10,234,632	2,090,772	320,716	11,721,023

Proposal 4 – Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan

The Company’s shareholders approved the Amendment to the Plan, with the votes cast as follows:

Votes For	Votes Against	Abstain	Broker Non-Vote
10,691,646	1,664,248	290,226	11,721,023

No other matters were submitted to or voted on by the Company’s shareholders at the Annual Meeting.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>No.	Description
10.1	First Amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan
104	Cover Page Interactive Date File (embedded within the Inline XBRL document)

Signature(s)

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.

		Peakstone Realty Trust
Date: June 21, 2024	By:	/s/Javier F. Bitar
		Javier F. Bitar
		Chief Financial Officer and Treasurer

Exhibit 10.1

FIRST AMENDMENT TO PEAKSTONE REALTY TRUST

SECOND AMENDED AND RESTATED EMPLOYEE AND TRUSTEE LONG-TERM INCENTIVE PLAN

THIS FIRST AMENDMENT TO PEAKSTONE REALTY TRUST SECOND AMENDED AND RESTATED EMPLOYEE AND TRUSTEE LONG-TERM INCENTIVE PLAN (this “Amendment”), is made and adopted by the Board of Trustees (the “Board”) of Peakstone Realty Trust (the “Company”), on April 2, 2024, effective as of the date of the Company’s 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), provided that the Amendment is approved by the Company’s shareholders on that date (the “Amendment Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

RECITALS

WHEREAS, the Company maintains the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the “Plan”);

WHEREAS, pursuant to Section 16 of the Plan, the Board may, at any time, suspend, amend, modify, or terminate the Plan; and

WHEREAS, the Company desires to amend the Plan as set forth herein.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth herein, effective as of the Amendment Date, provided that the Amendment is approved by the Company’s shareholders on that date.

AMENDMENT

1.	Section 3.1. The first sentence of Section 3.1 of the Plan is hereby deleted<br> and replaced in its entirety with the following:

“The total number of Shares that may be issued under Awards is 2,063,478 shares.”

2.	Section 3.1. The third sentence of Section 3.1 of the Plan is hereby deleted<br> and replaced in its entirety with the following:

“Subject to the first sentence of this Section 3.1, the maximum number of Shares with respect to which ISOs may be granted under the Plan is 2,063,478 shares.”

3.	Section 3.1. The seventh sentence of Section 3.1 of the Plan is hereby deleted<br> and replaced in its entirety with the following:

“Any Shares subject to Awards granted under the Plan which shall have been terminated, cancelled or that have expired may again be subject to Awards hereunder.”

4.	Each reference to “shares of Shares” in the Plan is hereby replaced with a reference to “Shares”.
5.	Each reference to “shares of Common Shares” in the Plan is hereby replaced with a reference to “Shares”.
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6.	The Plan is hereby amended to make corrective subject/verb conjugations therein as necessary or appropriate.
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7.	This Amendment shall be and is hereby incorporated in and forms a part of the Plan.
8.	Except as expressly provided herein, all terms and provisions of the Plan shall remain in full force and effect.
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[Signature Page Follows]

I hereby certify that the foregoing Amendment was duly adopted by the Board of Trustees of Peakstone Realty Trust on April 2, 2024.

Executed on this 2^nd^ day of April, 2024.

/s/ Javier F. Bitar
By: Javier F. Bitar
Its: Chief Financial Officer and Treasurer