Rexford Industrial Realty, Inc. 8-K

What Happened

• Rexford Industrial Realty, Inc. (REXR) filed an 8‑K on May 21, 2026 reporting the results of its May 19, 2026 Annual Meeting of Stockholders. All nominated directors were re‑elected, KPMG LLP was ratified as independent auditors for 2026, the advisory vote on 2025 executive compensation (say‑on‑pay) was approved, and the Fourth Amended and Restated 2013 Incentive Award Plan was approved. The amended incentive plan is attached as Exhibit 10.1 to the filing.

Key Details

• Directors elected (votes For / Against / Abstentions / Broker non‑votes):
  • Robert L. Antin: 200,809,958 / 5,356,063 / 68,359 / 5,686,299
  • Laura Clark: 205,585,332 / 569,991 / 79,057 / 5,686,299
  • Diana J. Ingram: 204,841,142 / 1,313,233 / 80,005 / 5,686,299
  • Angela L. Kleiman: 205,184,926 / 979,174 / 70,280 / 5,686,299
  • Debra L. Morris: 204,617,477 / 1,280,620 / 336,283 / 5,686,299
  • Tyler H. Rose: 204,786,768 / 1,369,679 / 77,933 / 5,686,299
  • David P. Stockert: 206,109,958 / 50,328 / 74,094 / 5,686,299
• Auditor ratification: KPMG LLP ratified with 211,822,220 For, 30,831 Against, 67,628 Abstentions.
• Advisory say‑on‑pay: Approved with 182,079,352 For and 24,078,832 Against (about 11.7% of votes cast were opposed).
• Incentive plan approval: Fourth Amended and Restated 2013 Incentive Award Plan approved with 199,370,887 For and 6,763,659 Against. Exhibit 10.1 filed.

Why It Matters

• Board continuity and auditor ratification reduce near‑term governance uncertainty for investors: the incumbent directors remain in place and KPMG will continue as the company’s auditor for 2026.
• Approval of the amended incentive award plan allows Rexford to grant equity and other incentive awards under the updated plan terms, which can affect future dilution and executive compensation structure.
• The say‑on‑pay vote passed but drew meaningful opposition (~11.7% Against), a signal to management and investors about shareholder sentiment on executive pay.