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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):  February 26, 2025
 
Piedmont Office Realty Trust, Inc.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34626
 
Maryland58-2328421
(State or other jurisdiction of(IRS Employer
incorporation)Identification No.)

5565 Glenridge Connector Ste. 450
Atlanta, Georgia 30342

(Address of principal executive offices, including zip code)
 
(770) 418-8800
(Registrant's telephone number, including area code)
 
Not applicable
(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)

☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valuePDMNew 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.o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointments of Jeffrey J. Donnelly, Deneen L. Donnley, and Stephen E. Lewis as Directors

On February 26, 2025, the Board of Directors of Piedmont Office Realty Trust, Inc. (the "Registrant") appointed Jeffrey J. Donnelly, Deneen L. Donnley, and Stephen E. Lewis to serve as directors of the Registrant, effective February 26, 2025, with committee appointments to be determined at a later date. The compensation of Ms. Donnley and Messrs. Lewis and Donnelly as directors will be provided on the same basis as that provided to the Registrant's other non-employee directors, described on page 73 of the Registrant's most recent Annual Proxy Statement, as filed with the Securities and Exchange Commission on March 14, 2024, as supplemented on April 10, 2024, which description is incorporated herein by reference. There are no transactions in which Ms. Donnley and Messrs. Lewis and Donnelly have or will have an interest that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended, at this time.

The press release issued by the Registrant on February 27, 2025, announcing the appointments of Ms. Donnley and Messrs. Lewis and Donnelly, is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Piedmont Office Realty Trust, Inc.
 (Registrant)
Dated:February 27, 2025By:/s/ Sherry L. Rexroad
  Sherry L. Rexroad
  Chief Financial Officer and Executive Vice President





Exhibit 99.1
fullblacklogo_notaglinea.jpg


Piedmont Office Realty Trust Expands Board with Appointments of Deneen Donnley, Stephen Lewis, and Jeffrey Donnelly

Atlanta, GA –February 27, 2025 – Piedmont Office Realty Trust, Inc. (NYSE:PDM) (“Piedmont”), a real estate investment trust (REIT), announced today the following appointments to its Board of Directors: Deneen Donnley, Senior Vice President and General Counsel, Consolidated Edison (NYSE: ED); Stephen E. Lewis, Retired Chair and Chief Executive Officer of Troutman Pepper; and Jeffrey J. Donnelly, Chief Executive Officer and Director of DiamondRock Hospitality (NYSE: DRH). With these three appointments, Piedmont’s board of directors now consists of ten total members.

Deneen Donnley:
Ms. Donnley currently serves as Senior Vice President and General Counsel for Consolidated Edison, one of the nation’s largest investor-owned energy delivery companies, a role she has held since 2020. Prior to joining Consolidated Edison, Ms. Donnley served as Executive Vice President, Chief Legal Officer, and Corporate Secretary for USAA, a Fortune 150 diversified financial services company, where she was a strategic advisor to the Chief Executive Officer and to the board of directors. Further, she serves on the board of directors of M1 Finance, Girls Inc. of New York City, the Leadership Council on Legal Diversity, Fordham Law Alumni Association, and is a member of the General Counsel Steering Committee of the National Association of Corporate Directors.

Stephen E. Lewis:
Mr. Lewis is the former Chair and Chief Executive Officer of Troutman Pepper, a national law firm. During his 33-year career with Troutman Pepper, Mr. Lewis served in a myriad of leadership roles, including Managing Partner and Corporate Department Chair, ultimately culminating with his appointment as Chair and Chief Executive Officer in 2016. He served in that role through 2023 and retired from the firm at the end of 2024. During Mr. Lewis’ tenure at Troutman Pepper, he represented clients across a wide range of industries, helping them evaluate and execute strategic transactions and navigate day-to-day business issues, specifically including mergers and acquisitions, joint ventures, and general corporate matters. Mr. Lewis currently serves on the board of directors and nominating committee of the UNC School of Law Alumni Association.

Jeffrey J. Donnelly, CFA:
Mr. Donnelly currently serves as Chief Executive Officer and member of the board of directors of DiamondRock Hospitality, a self-advised REIT owning a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. Prior to his appointment as Chief Executive Officer in 2024, Mr. Donnelly served as DiamondRock’s Executive Vice-President and Chief Financial Officer beginning in 2019. Prior to joining DiamondRock, Mr. Donnelly was a Managing Director at Wells Fargo Securities, LLC and its predecessors for 22 years. Additionally, Mr. Donnelly spent seven years at AEW Capital Management, LP, as an Asset Manager and Capital Markets Officer, where he


managed 12 million square feet of retail, office, multifamily, industrial and land assets and negotiated property sales, securitizations, and financings totaling more than $2 billion. Mr. Donnelly serves on the National Association of Real Estate Investment Trust's (NAREIT) Advisory Board of Governors, American Hotel & Lodging Association's (AHLA) Board of Directors, and is a founder of The Rubinstein-Taybi Syndrome Children’s Foundation. He is a CFA charter holder.

Commenting on the appointments, Piedmont’s Chair of the Board, Kelly H. Barrett said, “This is an exciting moment in Piedmont’s lifecycle, as well as for our board of directors. Each of our new appointees brings a unique perspective and skill set to the boardroom, and we very much look forward to working with these outstanding individuals.”

About Piedmont Office Realty Trust

Piedmont Office Realty Trust, Inc. (NYSE: PDM) is an owner, manager, developer, redeveloper, and operator of high-quality, Class A office properties located primarily in the Sunbelt. Its approximately $5 billion, predominantly unencumbered portfolio is currently comprised of approximately 16 million square feet. The Company is a fully integrated, self-managed real estate investment trust (REIT) with local management offices in each of its markets. Piedmont is a 2024 ENERGY STAR Partner of the Year – Sustained Excellence. For more information, see www.piedmontreit.com.

Shareholder Services/Transfer Agent Services Contact:
Computershare, Inc.
866-354-3485
investor.services@piedmontreit.com

v3.25.0.1
Document
Feb. 26, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 26, 2025
Entity Registrant Name Piedmont Office Realty Trust, Inc.
Entity File Number 001-34626
Entity Incorporation, State or Country Code MD
Entity Tax Identification Number 58-2328421
Entity Address, Address Line One 5565 Glenridge Connector Ste. 450
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30342
City Area Code 770
Local Phone Number 418-8800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol PDM
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001042776
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