| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At a previously scheduled meeting held on May 2, 2024, each of the Board of Directors (the “Board”) of City Office REIT, Inc. (the “Company”) and the Compensation Committee of the Board (the “Compensation Committee”) took the following actions with respect to awards of restricted stock unit awards (“RSUs”), performance-based restricted stock unit awards (“PSUs”) and dividend equivalency rights (“DERs”), in each case issued pursuant to the Company’s Equity Incentive Plan, as amended (the “Plan”):
(a) Adoption of New Form of Performance Restricted Unit Award Agreement
The Board and the Compensation Committee adopted a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will be used to grant PSUs pursuant to the Plan. The new form is consistent in all material respects with the Company’s previously-filed form of Performance RSU Award Agreement, other than that such new form provides that the number of shares of the Company’s common stock, par value $0.01 per share (“shares”) issuable pursuant to the PSUs and DERs granted pursuant to the Performance RSU Award Agreement, taken together with the shares issuable pursuant to any other grants under the Plan, shall not exceed the annual limitation set forth in Section 6 of the Plan (the “Annual Limitation”).
The foregoing description of the form of Performance RSU Award Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of Performance RSU Award Agreement that is attached hereto as Exhibit 10.1 and incorporated herein by reference.
(b) Approval of Acknowledgment Agreements
The Board and the Compensation Committee approved the Company’s entry into acknowledgement agreements (the “Acknowledgment Agreements”) with each of James Farrar, the Company’s Chief Executive Officer, and Gregory Tylee, the Company’s President and Chief Operating Officer. The Acknowledgement Agreements clarify that to the extent that future vesting of RSUs, PSUs and DERs could otherwise be inconsistent with the Annual Limitation, the number of shares issuable pursuant to such vesting shall not exceed the Annual Limitation. Pursuant to the terms of the Acknowledgement Agreements, to the extent any grant would exceed the Annual Limitation, (i) first, all DERs shall be issued and paid in cash, to the extent permitted pursuant to Section 12(a) of the Plan (the “Cash DERs Payment”), (ii) then, to the extent that any grants exceed the Annual Limitation after giving effect to the Cash DERs Payment, such grants shall be adjusted in accordance with the Plan so that the maximum number of shares that may underlie grants in any one year to any grantee shall not exceed the Annual Limitation as specified in Section 6 of the Plan, or such other limit, if any, as specified in the Plan.
The foregoing description of the Acknowledgment Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the forms of Acknowledgment Agreements that are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| * | Compensatory Plan or arrangement |
