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. [Operator Instructions] It is now my pleasure to turn today's meeting over to Frank McDowell. Mr. McDowell, the floor is yours.

Good morning. At this time, I'd like to call the 2023 Annual Meeting of Stockholders of Piedmont Office Realty Trust to order. My name is Frank McDowell, and I'm Chair of the Board of Piedmont and 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, 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 this meeting; Keith Townsend of King & Spalding, our external Corporate Legal 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 statements to make at this meeting. However, he will be available during the question-and-answer period at the conclusion of the meeting to respond as appropriate to questions from shareholders. I call your attention to the rules of conduct set forth for this meeting. These have been made available to each stockholder in the file section, which you should see in 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 29, 2023. The record date for the voting of shares of this meeting was March 6, 2023. If you need a copy of the annual report or the proxy statement, the links are provided online under the option documents located at the right side of your computer screen. I will 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 6, 2023, Piedmont had outstanding and entitled to vote 123,642,953 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, the 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 4 items of business on today's agenda. The first item is a proposal to elect 9 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, Venkatesh S. Durvasula, Mary M. Hager, Barbara B. Lang, Frank C. McDowell, Jeffrey L. Swope and Dale H. Taysom, and their names shall be deemed duly placed in nomination. Any other nominations for director were required to have been submitted to Piedmont in accordance with the advanced notice provisions of Piedmont's bylaws. 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 2023. The third item is to approve on an advisory basis, the compensation for the named executive officers as disclosed in the proxy statement. And the fourth item is to approve on an advisory basis, the frequency of future votes on compensation of the named executive officers. Detailed information concerning all these proposals and the governance of Piedmont is contained in the proxy statement furnished in connection with this meeting. The Board of Directors recommends a vote for each of the nominees for election as director, for the ratification of the independent auditor, for the advisory approval of executive compensation, and annually, for the advisory vote on the frequency of future advisory votes on compensation. The poll for the 4 proposals to be voted upon is now open. Let me remind you, if you have already voted by phone, by Internet, or mail ballot, there is no need to vote again unless you desire to change your vote. If you've 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 will now pause for a moment to give our stockholders the opportunity to submit ballots. [Voting]