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TERRENO REALTY CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 13, 2014



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

On May 9, 2014, the stockholders of Terreno Realty Corporation (the "Company") voted at the 2014 Annual Meeting of Stockholders (the "Annual Meeting") to approve the Company's Amended and Restated 2010 Equity Incentive Plan (the "Amended Plan"), pursuant to which the number of shares of common stock of the Company authorized for issuance under the Amended Plan was increased by 1,250,000 shares.

Additional information regarding the Amended Plan is summarized under the heading "Proposal 3 - Approval of an Amendment and Restatement of the Terreno Realty Corporation 2010 Equity Incentive Plan" in the Company's Definitive Proxy Statement (the "Proxy Statement"), which was filed with the Securities and Exchange Commission on March 19, 2014, and is incorporated herein by reference. The summary of the Amended Plan set forth in the Proxy Statement and the description of the Amended Plan set forth in this Current Report on Form 8-K are qualified in their entirety by reference to the text of the Amended Plan, which is included as Appendix A to the Proxy Statement and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting in San Francisco, California on May 9, 2014. As of the record date, there were a total of 25,030,727 shares of the Company's common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.

(a) Votes regarding the election of the persons named below as directors, each to

serve until the next annual meeting of stockholders and until his successor has been duly elected and qualifies were as follows: Total Number of Total Number of Names of Directors Votes Cast For Votes Withheld Broker Non Votes W. Blake Baird 23,396,956 602,800 481,384 Michael A. Coke 23,611,904 387,852 481,384 Leroy E. Carlson 23,899,288 100,468 481,384 Peter J. Merlone 23,899,288 100,468 481,384 Douglas M. Pasquale 22,269,395 1,730,361 481,384 Dennis Polk 23,403,227 596,529 481,384



Based on the votes set forth above, each of the foregoing persons was duly elected to serve as a director until the next annual meeting of stockholders and until his successor has been duly elected and qualifies.

(b) Votes regarding a non-binding, advisory resolution approving the compensation of the Company's named executive officers were as follows:

For Against Abstain Broker Non Votes 23,773,964 215,545 10,247 481,384



Based on the votes set forth above, the non-binding, advisory resolution approving the compensation of the Company's named executive officers was approved by the Company's stockholders.

(c) Votes regarding the approval of an Amendment and Restatement of the Terreno Realty Corporation 2010 Equity Incentive Plan were as follows:

For Against Abstain Broker Non Votes 21,266,100 2,723,589 10,067 481,384



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Based on the votes set forth above, the Amended and Restated Terreno Realty Corporation 2010 Equity Incentive Plan was approved by the Company's stockholders.

(d) Votes regarding the ratification of the audit committee's appointment of Ernst & Young LLP as independent registered certified public accounting firm for the 2014 fiscal year were as follows:

For Against Abstain Broker Non Votes 24,471,072 9,880 188 -



Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered certified public accounting firm of the Company to serve for the fiscal year ending December 31, 2014 was duly ratified by the Company's stockholders.

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