Terreno Realty (TRNO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 5, 2026, with voting on directors, executive compensation, and auditor ratification.

• Stockholders can vote by mail, phone, or internet, and may revoke proxies at any time before the meeting.

• The proxy statement and annual report are available online, and electronic delivery is encouraged to reduce costs.

Voting matters and shareholder proposals

• Proposals include electing eight directors, a non-binding advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

• Directors are elected by majority vote; compensation and auditor proposals require a majority of votes cast.

• Stockholders may submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of eight directors, with 75% considered independent under NYSE and SEC standards.

• Committees include audit, compensation, nominating and corporate governance, and investment, all with independent members.

• The board combines the roles of Chairman and CEO, with a Lead Director providing independent oversight.

• Directors are evaluated annually, and diversity in skills, experience, and background is emphasized.