Piedmont Realty Trust, Inc. (PDM) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Piedmont Office Realty Trust, Inc. Please note that today's meeting is being recorded. During the meeting, we'll have a question-and-answer session. You can submit questions or comments at any time by clicking on the Q&A icon. It is now my pleasure to turn today's meeting over to Frank McDowell, Chairman of the Board of Piedmont. Mr. McDowell, the floor is yours.

Good morning. At this time, I'd like to call the 2022 Annual Meeting of Stockholders of Piedmont Office Realty Trust, Inc. to order. My name is Frank McDowell, and I'm Chair of the Board, and I will preside at this meeting which is being conducted virtually via live webcast. Some of the participants in today's meeting include: all of the company's directors and various members of Piedmont's management team, including Tom McKean, Associate General Counsel and Corporate Secretary for Piedmont, who will also act as Secretary of this meeting; Cassandra Shedd from our transfer agent, Computershare, who has taken the oath of office to serve as Inspector of this election. Her report will be filed with the minutes of the meeting; Keith Townsend of King & Spalding, our external General Counsel; and Mark Scalese, our engagement partner with Deloitte & Touche, Piedmont's external audit firm. Mr. Scalese has advised me that our auditors have no formal statement to make at this meeting. However, he will be available during the question-and-answer period at the conclusion of the meeting to respond to appropriate questions from stockholders. I call your attention to the rules of conduct set forth for this meeting. They have been made available to each stockholder in the Files section, which you should see at the lower left of your computer screen. The Secretary has informed me that copies of the notice of meeting, including notice of Internet availability of proxy materials and form of proxy were mailed to stockholders on or about March 30, 2022. The record date for the voting of shares at this meeting was March 4, 2022. If you need a copy of the annual report or the proxy statement, the links are provided online under the option Documents located on the right side of your computer screen. I'll now request the Inspector of this election, Ms. Shedd, with Computershare to report the number of shares of common stock entitled to vote at this meeting.

Thank you, Mr. McDowell. As of the close of business on March 4, 2022, Piedmont had outstanding and entitled to vote 123,330,861 shares of common stock. Each share is entitled to 1 vote. There are no other securities entitled to vote at this meeting.

Thank you. I'm informed on a preliminary basis that the holders of a majority of the outstanding shares of the common stock entitled to vote at this meeting are present by proxy. Accordingly, I recognize the presence of a quorum for the purpose of proceeding with the business of the annual meeting and declare that such meeting is duly organized for the transaction of business. subject to verification of a quorum after completion of the vote tabulation. At this time, I will turn the meeting over to Mr. Brent Smith, President and CEO of Piedmont, to conduct the business portion of this meeting.

Thank you, Mr. McDowell, and thank you all for participating in this year's Virtual Annual Meeting of Stockholders. There are 3 items of business on today's agenda. The first item is a proposal to elect 7 directors to hold office for approximately 1 year terms until our next annual meeting. The Board's nominees are myself, Kelly H. Barrett, Glenn G. Cohen, Barbara B. Lang, Frank C. McDowell, Jeffrey L. Swope and Dale H. Taysom, and their names shall be -- being duly placed in nomination. As noted in the materials, Mr. Wes Cantrell has reached his 15-year term limit and is not standing for reelection at this meeting. On behalf of the Board, I would like to thank Mr. Cantrell for his many years of service to the company. Any other nominations for Director were required to have been submitted to Piedmont in accordance with the advanced notice provisions of Piedmont's bylaws. And having received no other nominations, I declare the nominations are now closed. The second item on today's agenda is a proposal to ratify the appointment of Deloitte & Touche LLP as Piedmont's independent auditor for fiscal year 2022. And the third item is to approve on an advisory basis the compensation for the named executive officers, as disclosed in the proxy statement. Detailed information concerning all these proposals and the governance of Piedmont is contained in the proxy statement furnished in connection with this meeting. Your Board of Directors recommend to vote for each of the nominees for election as director, for the ratification of the independent auditor and for the advisory approval of executive compensation. The poll for the 3 proposals to be voted upon is now open. Let me remind you, if you have already voted by phone, by Internet or by mail ballot, there is no need to vote again unless you desire to change your vote. If you have not voted or wish to change your vote, you may do so now by clicking on the Vote option link on the right side of your computer screen. I'll pause for 30 seconds to give our stockholders the opportunity to submit ballots. [Voting]

Thank you to all our stockholders for voting and attending today's meeting. I now declare the poll closed. The Inspector will tabulate the vote and the final results will be publicly announced as soon as they are available. That said, I will ask the Inspector for the meeting to please provide a brief report of the preliminary results of today's voting.

Thank you, Mr. Smith. I'm pleased to report on a preliminary basis that on the matters of proposals 1 through 3, that all 7 named directors have received a majority vote, Deloitte & Touche LLP has been ratified by a majority of the votes cast and the advisory vote to approve the compensation of the named executive officers has been approved.

Thank you, Ms. Shedd. With the formal portion of this meeting having been completed and the poll now closed and with no other business before the meeting, I declare this meeting adjourned. Thank you for all your patience as we conduct the business portion of the meeting today. Without any further questions, we thank everyone for attending the meeting, and we are grateful for your interest and support of Piedmont. Thank you.

This concludes the meeting. You may now disconnect.