Peakstone Realty Trust Files Proxy Materials

TL;DR

Peakstone Realty Trust (fka Griffin Realty Trust) filed proxy materials, no new fee. Vote wisely.

AI Summary

Peakstone Realty Trust (formerly Griffin Realty Trust) is filing a Definitive Additional Materials proxy statement. This filing relates to the company's proxy materials and does not involve a new fee, as indicated by the 'No fee required' checkbox. The company's fiscal year ends on December 31st, and its principal executive offices are located in El Segundo, California.

Why It Matters

This filing provides shareholders with important information regarding the company's governance and voting matters, allowing them to make informed decisions.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement update and does not indicate any unusual financial or operational risks.

Key Players & Entities

• Peakstone Realty Trust (company) — Registrant
• Griffin Realty Trust (company) — Former company name
• Griffin Capital Essential Asset REIT, Inc. (company) — Former company name
• 20240612 (date) — Filing date
• 1231 (date) — Fiscal year end
• 90245 (location) — ZIP code

FAQ

Key Financial Figures

• $254 million — 023 should have been correctly noted as $254 million vs. $78 million as reported by ISS (i.e
• $78 million — een correctly noted as $254 million vs. $78 million as reported by ISS (i.e., our total rev
• $25,000 — tion of proxies for an estimated fee of $25,000 plus reasonable expenses and an amount

Filing Documents

• ef20030989_defa14a.htm (DEFA14A) — 26KB
• image1.jpg (GRAPHIC) — 7KB
• image00002.jpg (GRAPHIC) — 5KB
• 0001140361-24-029785.txt ( ) — 43KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material pursuant to Rule 240.14a12 PEAKSTONE REALTY TRUST (Name of Registrant as Specified in Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 011. June 12, 2024 Dear Fellow Shareholders, On April 29, 2024, Peakstone Realty Trust (the "Company," "Peakstone," "our" or "we"), filed our proxy statement (the "2024 Proxy Statement") in connection with our 2024 annual meeting of shareholders to be held on June 18, 2024 (the "Annual Meeting"). As Chairperson of the Compensation Committee of the Board of Trustees of the Company (the "Board of Trustees"), I am writing to ask for your support at the Annual Meeting by voting in accordance with the recommendations of our Board of Trustees on all proposals. In particular, we are asking for your support on the following proposals: "FOR" Proposal 3, to approve, on an advisory (non-binding) basis, the compensation paid to the Company's Named Executive Officers ("Say on Pay"), and "FOR" Proposal 4, to approve an amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Incentive Plan (the "Incentive Plan") . Additionally, as you may have seen by now, while Glass Lewis supported both proposals, ISS recommended "Against" Say on Pay and our Incentive Plan. The ISS report contains a notable data error related to Say on Pay, and its assessment on our Incentive Plan refutes its own published policy, which we explain further below. Strategic Milestone Approval of these proposals comes at an important time for our Company. The Company had a milestone year in 2023. We underwent a rebranding and completed a listing of the Company's common shares on the New York Stock Exchange on April 13, 2023 (the "Listing"). Since then, Peakstone has been executing a strategy to optimize its portfolio, bolster its balance sheet and position the Company for the future. "FOR" Proposal 4 – Incentive Plan (Request for 1,285,700 share increase) Our conversations with shareholders have informed our approach to equity compensation, and we believe that the Incentive Plan is central to our ability to execute on our strategy. Our equity awards are critical to attracting, retaining and motivating highly-skilled talent, to align employee interests with those of our shareholders and to drive the long-term success of the Company. Without shareholder support, we will need to shift from equity to cash compensation, which will be detrimental to the best interests of shareholders and will limit our ability to use cash for other corporate and business purposes. Especially in light of our recent Listing, it is imperative that we receive your support. If the Incentive Plan is not approved by shareholders, (i) we will not have sufficient shares available under the Incentive Plan to settle all of the 2024 annual equity awards to our named executive officers ("NEOs") and all other employees for 2023 performance, which will likely result in the use of cash to settle all or a portion of such awards, (ii) we will not have the ability to continue to provide share-settled equity-based compensation, and (iii) our ability to attract and retain talent may be impacted which could negatively affect our long-term success. We use equity-based incentive awards in order to align the long-term interests of management with the interests of our shareholders, and we do not believe that cash awards provide the same degree of alignment with our shareholders as share-settled awards. Our use of equity compensation is appropriate for a company of our size and industry. Furthermore, we incorporate shareholder-friendly features and market leading governance practices that align with long-term interests of shareholders. Our three-year average burn rate (i.e., the number of shares granted in each fiscal year divided by the weighted average common shares outstanding for that fiscal year) is less than 0.40%, well below industry benchmark of 1.05%. Our estimated aggregate dilution of 3.78%, which includes the newly requested shares being proposed under this plan, will remain significantly less dilutive than the current average share dilution among Russell 3000 Office REITS of 5.2% of shares outstanding. Shareholder-friendly plan provisions include: no evergreen provision; no discounted options or share a

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