City Office REIT (CIO) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 1, 2025, to address director elections, auditor ratification, executive compensation, and an amendment to the Equity Incentive Plan.

• 2024 saw positive leasing momentum, increased occupancy, and significant property enhancements, especially in Sun Belt markets.

• 806,000 square feet of new and renewal leasing completed, with occupancy rising to 85.4% and a 5.9% cash re-leasing spread.

• Total stockholder return for 2024 was -2.7%, underperforming the Dow Jones U.S. Real Estate Office Index.

Voting matters and shareholder proposals

• Six directors nominated for election to serve until the 2026 Annual Meeting.

• Ratification of KPMG LLP as independent auditor for fiscal year 2025.

• Advisory vote on executive compensation (say-on-pay).

• Proposal to amend the Equity Incentive Plan, increasing available shares and removing individual award limits.

• Shareholder proposals for the 2026 meeting must be submitted by November 12, 2025.

Board of directors and corporate governance

• Board consists of six members, five of whom are independent; annual elections with no staggered terms.

• Committees include Audit, Compensation, Investment, and Nominating and Corporate Governance, all composed of independent directors.

• Corporate governance highlights: majority vote standard, director resignation policy, stock ownership requirements, clawback policy, and board diversity policy.

• Board and committee annual evaluations conducted to assess effectiveness.