City Office REIT, Inc. Announces Completion of Shareholder Vote on Merger Agreement

Strategic Insights -

City Office REIT, Inc. (CIO) held a special meeting of stockholders on October 16, 2025, to vote on proposals related to the Agreement and Plan of Merger (the "Merger Agreement") with MCME Carell Holdings, LP, and MCME Carell Merger Sub, LLC. The meeting was attended by approximately 65.58% of the votes entitled to be cast, with a majority of shareholders approving the Merger Proposal. However, the Advisory Compensation Proposal was not approved, with a majority of votes cast against it.

The Merger Agreement provides for the merger of City Office REIT, Inc. with and into Merger Sub, with Merger Sub surviving the merger. The closing of the Merger is subject to satisfaction or waiver of the conditions set forth in the Merger Agreement, and the Company anticipates the Merger will be completed in the fourth quarter of 2025.

The table below sets forth the voting results for the Merger Proposal and the Advisory Compensation Proposal:

Merger Proposal:

  • Votes For: 26,148,345
  • Votes Against: 198,064
  • Abstentions: 123,832

Advisory Compensation Proposal:

  • Votes For: 11,281,397
  • Votes Against: 14,895,213
  • Abstentions: 293,631

The Company issued a press release announcing the results of the voting at the Special Meeting on October 16, 2025, which is attached as Exhibit 99.1 to this Current Report.

Key Takeaways:

  • City Office REIT, Inc. held a special meeting of stockholders on October 16, 2025, to vote on proposals related to the Merger Agreement with MCME Carell Holdings, LP, and MCME Carell Merger Sub, LLC.
  • The Merger Proposal was approved by a majority of shareholders, while the Advisory Compensation Proposal was not approved.
  • The closing of the Merger is subject to satisfaction or waiver of the conditions set forth in the Merger Agreement.
  • The Company anticipates the Merger will be completed in the fourth quarter of 2025.
  • The Meeting was attended by approximately 65.58% of the votes entitled to be cast.
  • The Merger Agreement provides for the merger of City Office REIT, Inc. with and into Merger Sub, with Merger Sub surviving the merger.

Statistics:

  • 26,148,345 votes were cast in favor of the Merger Proposal, representing approximately 64.44% of the total votes cast.
  • 198,064 votes were cast against the Merger Proposal, representing approximately 0.49% of the total votes cast.
  • 123,832 abstentions were recorded for the Merger Proposal, representing approximately 0.31% of the total votes cast.
  • 11,281,397 votes were cast in favor of the Advisory Compensation Proposal, representing approximately 27.02% of the total votes cast.
  • 14,895,213 votes were cast against the Advisory Compensation Proposal, representing approximately 36.13% of the total votes cast.
  • 293,631 abstentions were recorded for the Advisory Compensation Proposal, representing approximately 0.73% of the total votes cast.
  • The Company's common stock was trading at $0.01 per share as of the close of business on October 16, 2025.

Sources:

  • City Office REIT, Inc. (Exact Name of Registrant as Specified in Its Charter) Maryland 001-36409 98-1141883 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 666 Burrard Street, Suite 3210, Vancouver, British Columbia V6C 2X8 (Address of principal executive offices) (Zip Code) (604) 806-3366 (Registrant's telephone number, including area code)
  • 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): October 16, 2025.