UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

CITY OFFICE REIT, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

March 20, 201918, 2020

Dear Fellow Stockholders:

On behalf of the Board of Directors and management, I cordially invite you to attend the 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of City Office REIT, Inc. (the “Company” or “CIO”). The Annual Meeting will be held at 9:00 a.m. Pacific Time on May 2, 2019April 30, 2020 at the Company’s Corporate Office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8. Details of the business to be presented at the Annual Meeting can be found in this Proxy Statement.

Our Company achieved significant progress in 20182019 and we believe we are poised to continue to deliver attractive long-term returns to our investors through a combination of dividends and capital appreciation. Of note,During the year, we completed $260 million of high-quality acquisitions, harvested gains through the Company’s largest disposition to date and substantially improvedadded Seattle as a new market in our portfolio occupancy. Overall,of18-hour cities and grew our footprint in Portland and Denver. Our portfolio showed strong operating trends through improved occupancy and same store growth, and we are pleased withremain engaged in value-enhancing initiatives across our progress in 2018portfolio. With our capitalization on strong equity and debt capital market conditions at the end of 2019, we believe that we are wellhave positioned to create additional valueourselves for our investors in 2019 and insuccess for the years to come.long term.

On behalf of the Board of Directors, we thank you for your ongoing support and investment in our Company.

Sincerely,

James Farrar

Chief Executive Officer and Director

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

NOTICE OF 20192020 ANNUAL MEETING OF STOCKHOLDERS

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

PROXY STATEMENT

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE 20192020 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2019:APRIL 30, 2020:

The Notice of Annual Meeting of Stockholders, the proxy statement and the 20182019 Annual Report are available on City Office REIT, Inc.’s website,www.cityofficereit.com,and atwww.astproxyportal.com/ast/18940/.. Information on or connected to these websites is not deemed to be a part of this proxy statement.

TABLE OF CONTENTS

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

20192020 ANNUAL MEETING OF STOCKHOLDERS

City Office REIT, Inc. is furnishing this Proxy Statement in connection with our solicitation of proxies to be voted at our 20192020 Annual Meeting of Stockholders (the “Annual Meeting”). We will hold the Annual Meeting at the Company’s Corporate Office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8, on Thursday, May 2,April 30, 2019 at 9:00 a.m. Pacific Time, and any postponements, continuations or adjournments thereof. We are providing this Proxy Statement and the enclosed proxy card to our stockholders commencing on or about March 20, 2019.18, 2020.

Unless the context suggests otherwise, references in this Proxy Statement to “City Office,” “CIO,” “Company,” “we,” “us” and “our” are to City Office REIT, Inc., a Maryland corporation, together with our consolidated subsidiaries, including City Office REIT Operating Partnership, L.P., a Maryland limited partnership of which we are the sole general partner and through which we conduct substantially all of our business (our “Operating Partnership”).

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

At the Annual Meeting, our stockholders will be asked to consider and act upon the following matters:

We completed our initial public offering (our “IPO”) in April 2014, and we qualify as an “emerging growth company” as defined in Section 3(a)(80) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, under Schedule 14A of the Exchange Act, we are exempt from the requirement to include in this Proxy Statement stockholder advisory votes on certain executive compensation matters, such as “say on pay” and “say on frequency” and we qualify for certain scaled executive compensation requirements applicable to emerging growth companies.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we are permitted to furnish our proxy materials over the Internet to our stockholders by delivering a Notice of Internet Availability of

you received a Notice of Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy Materials.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on March 1, 2019,February 27, 2020, the record date for the Annual Meeting (the “Record Date”), are entitled to receive notice of, and vote at, the Annual Meeting.

If you hold your shares through a bank, broker or other nominee and intend to vote in person at the Annual Meeting, you will need to provide a legal proxy from your bank, broker or other holder of record.

What are the voting rights of stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting.

How many shares are outstanding?

At the close of business on March 1, 2019,February 27, 2020, the Record Date, 39,544,70554,591,047 shares of our common stock were issued and outstanding.

What constitutes a quorum?

The presence in person or by proxy of the stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business. Abstentions and brokernon-votes, if any, will be counted for purposes of determining whether a quorum is present.

What is the difference between a “stockholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with American Stock Transfer & Trust Company, LLC (“AST”), our transfer agent and registrar, you are a “stockholder of record.” If your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, you are a “street name” holder.

If you are a “street name” holder, you are considered the beneficial owner of shares held in street name and your broker or nominee is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker on how to vote your shares. You are also invited to attend the Annual Meeting and vote your shares in person; however, in order to vote your shares in person, you must provide us with a legal proxy from your bank, broker or other stockholder of record.

How do I vote?

If you are a registered stockholder, meaning that your shares are registered in your name, you have four voting options. You may vote:

Please carefully follow the directions in the Notice of Internet Availability of Proxy Materials or proxy card you received. Proxies submitted over the Internet or by telephone must be received by 11:59 p.m. Eastern Time, on May 1, 2019.April 29, 2020. Proxies submitted by mail must be received by the Company by 5:00 p.m. Pacific Time, on May 1, 2019.April 29, 2020.

Can I vote my shares in person at the meeting?

If you are a “stockholder of record,” you may vote your shares in person at the meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting.

What do I need to do to attend the meeting in person?

Proof of stock ownership and some form of government-issued photo identification (such as a valid driver’s license or passport) will be required for admission to the meeting in person. If you wish to attend the Annual Meeting and vote in person, you may contact our Investor Relations at(604) 806-3366.Only stockholders who owned our common stock as of the close of business on MarchFebruary 1, 201927, 2020 are entitled to attend the meeting.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or proxy card?

It means that you have multiple accounts with our transfer agent and/or with a broker, bank or other nominee. You will need to vote separately with respect to each Notice of Internet Availability of Proxy Materials or proxy card you received. Please vote all of the shares you own.

Can I change my vote after I have mailed in my proxy card?

You may revoke your proxy by doing one of the following:

How may I vote for each proposal?

None of the proposals, if approved, entitle stockholders to appraisal rights under Maryland law or our Charter.

What are the Board of Directors’ recommendations on how I should vote my shares?

The Board of Directors unanimously recommends that you vote:

What if I authorize a proxy without specifying a choice on any given matter at the Annual Meeting?

If you are a stockholder of record as of the Record Date and you properly authorize a proxy (whether by Internet, telephone or mail) without specifying a choice on any given matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board of Directors’ recommendation on that matter. If you are a stockholder of record as of the Record Date and you fail to authorize a proxy or vote in person, assuming that a quorum is present at the Annual Meeting, it will have no effect on the result of the vote on any of the matters to be considered at the Annual Meeting.

What if I hold my shares through a broker, bank or other nominee?

If you hold your shares through a broker, bank or other nominee, under the rules of the New York Stock Exchange (the “NYSE”), your broker or other nominee may not vote with respect to certain proposals unless you have provided voting instructions with respect to that proposal.

How are abstentions and brokernon-votes treated?

A “brokernon-vote” occurs when a bank, broker or other holder of record holding shares of our common stock for a beneficial owner does not vote on a particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Pursuant to Maryland law, abstentions and brokernon-votes are counted as present for purposes of determining the presence of a quorum.

Under the rules of the NYSE, brokerage firms may have the discretionary authority to vote their customers’ shares of our common stock on certain routine matters for which they do not receive voting instructions, including the ratification of independent auditors, and thus brokers may vote at their discretion on Proposal 2 if they do not receive voting instructions from you on Proposal 2. Under the rules of the NYSE, neither Proposalnone of Proposals 1, nor Proposal 3 or 4 is considered a “routine” matter for purposes of broker discretionary voting and therefore brokers may not vote on ProposalProposals 1, 3 or Proposal 34 if they do not receive voting instructions from you on ProposalProposals 1, 3 or Proposal 3,4, respectively.

What if I return my proxy card but do not provide voting instructions?

If you return a signed proxy card but do not provide voting instructions, your shares will be voted by the proxies identified in the proxy card as follows:

What happens if additional matters are presented at the Annual Meeting?

We know of no other matters other than the items of business described in this Proxy Statement that can be considered at the meeting. If other matters requiring a vote do arise, the persons named as proxies will have the discretion to vote on those matters for you.

Who will count the votes?

A representative of AST or one of its affiliates will act as the inspector of election and will tabulate votes.

Who pays the cost of this proxy solicitation?

We will pay the cost of preparing, assembling and mailing the proxy materials. We have retained AST to assist us in the distribution of proxy materials and the passive solicitation of proxies. We expect to pay AST and Broadridge Financial Services, Inc. approximately $20,000 in the aggregate for services rendered, including passively soliciting proxies, reviewing of proxy materials, disseminating of brokers’ search cards, distributing proxy materials, operating online and phone voting systems, receiving executed proxies and tabulation of results. We will also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so.

How do I submit a stockholder proposal for inclusion in the proxy materials for next year’s annual meeting, and what is the deadline for submitting a proposal?

In order for a stockholder proposal to be properly submitted pursuant to Rule14a-8 under the Exchange Act (“Rule14a-8”) for presentation at our 20202021 annual meeting and included in the proxy material for next year’s annual meeting, we must receive written notice of the proposal at our executive offices by November 21, 2019.18, 2020. All proposals must contain the information specified in, and otherwise comply with, our Second Amended and Restated Bylaws (our “Bylaws”). Proposals should be sent via registered, certified or express mail to: 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8, Attention: Anthony Maretic, Chief Financial Officer, Secretary and Treasurer. For more information regarding stockholder proposals, see “Stockholder Proposals and Nominations” below.

The Company’s Bylaws provide that, in addition to any other applicable requirements, for business to be properly brought before the annual meeting by a stockholder, but not included in the Company’s proxy statement, the stockholder must give timely notice in writing not earlier than October 22, 2019,19, 2020, nor later than November 21, 2019,18, 2020, which is the time period that is not earlier than 150 days nor later than 120 days prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting; provided, however,

that in the event the annual meeting is advanced or delayed by more than 30 days, notice must be received not earlier than the 150th day prior to the date of the annual meeting and not later than the close of business on the later of

The reason I receive multiple sets of materials is because some of the shares belong to my children. What happens if they move out and no longer live in my household?

When we receive notice of an address change for one of the members of the household, we will begin sending separate copies of stockholder communications directly to the stockholder at his or her new address. You may notify us of a change of address by contacting AST at the address and phone number provided above.

PROPOSAL NO. 1. ELECTION OF DIRECTORS

Our Bylaws provide that the number of directors shall be fixed by resolution of the Board of Directors, provided that there shall never be less than the minimum number required by Maryland law, nor more than 15. The Board of Directors has fixed the number of directors at seven.six. All directors are elected for a term of one year and until their successors are elected and qualify. The Board of Directors, upon the recommendation of its Nominating and Corporate Governance Committee, has nominated John McLernon, James Farrar, William Flatt, Sabah Mirza, Mark Murski Stephen Shraiberg and John Sweet for election at the Annual Meeting for a term to expire at the annual meeting of stockholders in 20202021 and until their successors are elected and qualify.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE“FOR”

EACH OF THE NOMINEES NAMED IN PROPOSAL NO. 1.

It is the intention of the persons named in the enclosed proxy, in the absence of a contrary direction, to vote for the election of all of the nominees named in Proposal No. 1. Should any of the nominees become unable or refuse to accept nomination or election as a director, the persons named as proxies intend to vote for the election of such other person as the Nominating and Corporate Governance Committee may recommend. The Board of Directors knows of no reason why any of the nominees might be unable or refuse to accept nomination or election.

Nominees for Election

Information is set forth below regarding each of our Board of Directors’ sevensix nominees.

John McLernon

Mr. McLernon, age 78,79, has served as one of our independent directors and the Chairman of our Board of Directors since our IPO in April 2014. He has been president of McLernon Consultants Ltd. since November 2004. From 1977 to 2004, he was chairman and chief executive officer of Macaulay Nicolls Maitland and Co. and its successor, Colliers International, a global real estate services company. Mr. McLernon started his career with Canadian Pacific Railway Limited in 1964 before joining its property development arm, Marathon Realty Company Limited, in Vancouver. In 1977, he became president and chief executive officer of Macaulay Nicolls Maitland and Co., a Vancouver real estate brokerage company, and in 1985 was instrumental in the employee purchase of the company and the formation of Colliers International. From 1977 to 2002, Mr. McLernon guided Colliers International through steady business growth, successfully completing approximately 50 mergers, acquisitions and startups in the Americas, Asia Pacific and Europe. Mr. McLernon is honorary chair of Colliers International, is chair of A&W Revenue Royalties Income Fund and Village Farms International Inc. and sits on the board of Canadian Urban Ltd. He is past chair of British Columbia Railway Company and the British Columbia Lottery Corporation. Mr. McLernon is founding chair of Streetohome Foundation, the Vancouver coalition to end homelessness. He also serves as an independent advisor to the investment committee of Second City Capital II Corporation (“Second City”). Mr. McLernon brings to the Board of Directors extensive experience as an executive at a public company, which enables him to make significant contributions to the deliberations of the Board of Directors, especially in relation to operations, financings and strategic planning. Mr. McLernon has a bachelor of arts from McGill University.

James Farrar

Mr. Farrar, age 43,44, is our chief executive officerChief Executive Officer and has been a member of our Board of Directors since our IPO in April 2014. He joined Second City in October 2009 as a Managing Director. From August 2003, prior to joining Second City, Mr. Farrar served as the Vice President of Ken Fowler Enterprises Limited, a family office with a diversified portfolio concentrated primarily in the real estate and hospitality sectors. At Ken Fowler Enterprises Limited, Mr. Farrar was responsible for leading acquisitions, divestitures and portfolio management. Prior to this, Mr. Farrar was an investment professional with TD Capital, the private equity unit of TD Bank. Mr. Farrar has extensive experience in acquisitions and divestitures and has been involved in the acquisition of over $2.0$2.5 billion of commercial real estate. Mr. Farrar received a bachelor’s degree in business administration from Wilfrid Laurier University and is a chartered accountant, a chartered business valuator and a CFA charterholder. Mr. Farrar brings to our Board of Directors extensive executive management experience gained over 20 years of involvement in the private equity, real estate and corporate finance industries.

William Flatt

Mr. Flatt, age 44,45, has served as one of our independent directors since our IPO in April 2014. He is a principal of Free Market Ventures, LLC in Chicago and founder and principal with Oxbow Ventures, LLC, a private equity venture firm. From 2013 to 2016, Mr. Flatt was executive vice president and chief operating officer of Telos Group LLC, an office landlord representation firm with nearly 26 million square feet under representation. From 1996 to 2011, Mr. Flatt worked for Parkway Properties, Inc., a NYSE listed real estate investment trust specializing in office properties. From 2005 to 2011, he served as executive vice president in the positions of chief financial officer and later chief operating officer. Mr. Flatt taught as an adjunct professor in economics at Millsaps College and has been a guest lecturer at the University of Texas McCombs School of Business and University of Chicago Booth School of Business. From 1998 to 2001, he served on the board of directors of The People’s Bank, a community bank in Jackson, Mississippi. In 2011, Mr. Flatt was appointed by Governor Haley Barbour of Mississippi to a commission studying the state’s public employee pension system. He is a member of the Urban Land Institute and board member of City Year Chicago. Mr. Flatt brings to the Board of Directors extensive executive and acquisition experience in the office real estate industry gained over 22 years of managing, leasing, acquiring and financing office buildings. Mr. Flatt has a bachelor of arts in economics from Millsaps College and a masters in business administration from University of Chicago Booth School of Business.

Sabah Mirza

Ms. Mirza, age 44,45, has served as one of our independent directors since March 2019. She is currently Executive Vice President, Business Affairs at Sunwing Travel Group (“Sunwing”), the largest tour operator in North America with over $2 billion in annual revenue, where she has oversight of the legal functions, mergers and acquisitions, governance and government affairs. She has over 20 years of legal, corporate governance and securities experience, most of which have been spent asin-house counsel across diverse industries, including aviation, defense and travel and leisure. Ms. Mirza is currently Executive Vice President, Business Affairs at Sunwing Travel Group, the largest tour operator in North America with over $2 billion in annual revenue. Ms. Mirza also served as Sunwing’s General Counsel from 2010-20192010 to 2019 and began her tenure with Sunwing as Vice President in 2010 before being promoted to Executive Vice President in 2016. In this role, she has oversight of the legal, governance, acquisition and government affairs functions of the company. Ms. Mirza was key to the establishment of Sunwing’s hotel division in 2010, which now comprises over $700 million$1 billion in real estate assets and over 15,000 rooms under management across ten countries. Previously, Ms. Mirza was Vice President & General Counsel at a charter airline, and prior to that she was Vice President and Division Counsel at a subsidiary ofL-3 Technologies. Ms. Mirza holds law degrees from the University of Ottawa and is a member of the bar in both Ontario and Quebec. Ms. Mirza brings extensive legal, corporate and management experience across an array of industries, enabling her to make significant contributions to the Board of Directors.

Mark Murski

Mr. Murski, age 43,44, has served as one of our independent directors since our IPO in April 2014. He is currently a Managing Partner for Brookfield Infrastructure Group and is the COO of the Americas, where he sits

on multiple private company boards. He has over 20 years of investment banking and private equity experience with a

Our Board of Directors has approved our objectives and strategies on investments and borrowing. The Board has delegated certain decision makingdecision-making authority regarding property acquisitions and dispositions to the Investment Committee. The directors may establish further written objectives and strategies on investments and borrowings, or modify existing strategies and objectives, and will monitor our administrative procedures, investment operations and performance.

Commitment to Good Corporate Governance

Our Company and our Board of Directors are committed to pursuing best practices.practices and overall corporate governance. We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Highlights include the following:

The Board of Directors currently has a standing Audit Committee, Compensation Committee, Investment Committee, and Nominating and Corporate Governance Committee and Investment Committee. The directors who serve on these committees and the current Chairman of these committees are set forth below:

The Board of Directors held a total of 7five meetings during 2018, including 3 of which only our independent directors attended.2019. The number of meetings held by each committee and the Board of Directors during 20182019 is set forth below:

Board of Directors Committees

We currently have a standing Audit Committee, Compensation Committee, Investment Committee and Nominating and Corporate Governance Committee and Investment Committee. All of our standing committees consist solely of independent directors, the principal functions of which are briefly described below.elsewhere in this Proxy Statement. Our Board of Directors may from time to time establish other committees to facilitate our management.

Audit Committee

Our Audit Committee consists of William Flatt, Mark Murski and John McLernon, and William Flatt serves as the chair of the Audit Committee. Our Board of Directors has determined that each of these members is “financially literate” as that term is defined by the NYSE corporate governance listing standards. Our Audit Committee is composed only of directors who are independent in compliance with applicable SEC and NYSE rules.

Our Audit Committee, among other matters, oversees: (1) our financial reporting, auditing and internal control activities; (2) the integrity and audits of our financial statements; (3) our compliance with legal and regulatory requirements; (4) the qualifications and independence of our independent auditors; (5) the performance of our internal audit function and independent auditors; and (6) our overall risk exposure and management.management, including cybersecurity and data privacy. Our Audit Committee also has the following duties to:

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and to retain counsel for this purpose where appropriate. The Board of Directors has determined that each member of the Audit Committee qualifies as an “audit committee financial expert,” as such term is defined by the applicable SEC regulations and NYSE corporate governance listing standards. The designation does not impose on them any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and our Board of Directors. Our Board of Directors adopted a written charter for the Audit Committee, which is available on our corporate website athttp://www.cityofficereit.com.

The Compensation Committee has the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention. The Compensation Committee’s responsibilities include, among other matters:

In fulfilling its responsibilities, the Compensation Committee shall be entitled to delegate any or all of its responsibilities to asub-committee of the Compensation Committee to the extent consistent with the Company’s charter, bylaws, and applicable law and rules of markets in which the Company’s securities then trade. Pursuant to the Compensation Committee charter, the Compensation Committee may not delegate its responsibility to evaluatenon-executive officer performance and compensation or its responsibility to review and approve all officers’ employment agreements, executive retirement plans and severance agreements. Our Board of Directors adopted a written charter for the Compensation Committee, which is available on our corporate website athttp://www.cityofficereit.com.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Stephen Shraiberg,Sabah Mirza, John McLernon and John Sweet, and Sabah Mirza and Stephen Shraiberg serves as the chair of the Nominating and Corporate Governance Committee. Mr. Shraiberg served as Chairman of the Nominating and Corporate Governance Committee until his resignation as a member of the Board of Directors on February 25, 2020. Our Nominating and Corporate Governance Committee is composed only of directors who are independent in compliance with NYSE rules. The Nominating and Corporate Governance Committee’s principal duties include identifying individuals qualified to become members of our Board of Directors. The Nominating and Corporate Governance Committee considers the following factors when deciding who to nominate for the Board of Directors and to which committees, if any, such nominees should be nominated to join:

In addition to the criteria set forth above, the Nominating and Corporate Governance Committee strives to create diversity in perspective, background and experience in the Board as a whole. The Nominating and Corporate Governance Committee’s other principal duties include the following:

In accordance with the our Bylaws, any stockholder of record entitled to vote for the election of directors at the applicable meeting of stockholders may nominate persons for election to the Board of Directors if such stockholder complies with the notice procedures set forth in the Bylaws and summarized in “Stockholder Proposals and Nominations” below.elsewhere in this Proxy Statement. Nominees recommended by stockholders will be evaluated in the same manner as those recommended by our Nominating and Corporate Governance Committee. Our Board of Directors adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate website athttp://www.cityofficereit.com.

Investment Committee

Our Investment Committee consists of John Sweet, William Flatt and John McLernon, and John Sweet serves as the chair of the Investment Committee. Our Investment Committee is composed only of directors who are independent in compliance with NYSE rules. The Investment Committee establishes guidelines for acquisitions and dispositions to be presented to the Board of Directors and leads the Board in its review of potential acquisitions and dispositions presented by management. The Investment Committee evaluates and approves acquisitions and dispositions with an individual purchase or sales price of less than $100 million and leads the Board in its review of acquisitions and dispositions with a purchase or sales price above $100 million.

potential acquisitions. Our Board of Directors adopted a written charter for the Investment Committee, which is available on our corporate website athttp://www.cityofficereit.com.

Audit Committee Report

In connection with the preparation and filing of the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2018:2019:

The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act of 1933, as amended (“Securities Act”), and the Exchange Act, except to the extent CIO specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

The Audit Committee of the Board of Directors:

William Flatt, Chairman

John McLernon

Mark Murski

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee consists of Mark Murski, Stephen ShraibergSabah Mirza and John Sweet. No member of the Compensation Committee was at any time after the date of our formation, or currently is, an officer or employee of our company, and no member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of SECRegulation S-K. None of our executive officers serves, or in the past has served, as a member of the Board of Directors or Compensation Committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our Board of Directors or our Compensation Committee.

Board Leadership Structure

The Board of Directors believes that it is in the best interests of the Company that the roles of Chief Executive Officer and Chairman of the Board of Directors be separated in order for the individuals to focus on their primary roles. The Company’s Chief Executive Officer is responsible for setting the strategic direction for the Company and the day to dayday-to-day leadership and performance of the Company, while the Chairman of the Board of Directors provides guidance to the Company’s Chief Executive Officer, presides over meetings of the full Board of Directors and sets the agenda for Board of Directors meetings. In addition, the Board of Directors has selected the Chairman to preside over the quarterly meetings ofnon-management directors.

Role of our Board of Directors in Risk Oversight

One of the key functions of our Board of Directors is informed oversight of our risk management process. Our Board of Directors administers this oversight function directly, with support from the threefour standing committees, our Audit Committee, our Compensation Committee, our Investment Committee and our Nominating and Corporate Governance Committee, each of which addresses risks specific to its respective areas of oversight. In particular, our Audit Committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management takes to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. Our Audit Committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our internal audit function. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. Our Investment Committee oversees acquisitions, dispositions, developments and other investment opportunities for the Company and reviews and assesses guidelines for potential transactions in light of the Company’s strategic goals and objectives. In addition, the Investment Committee has the authority to approve potential transactions subject to the requirements set forth in the Investment Committee Charter, as applicable. Our Nominating and Corporate Governance Committee provides oversight with respect to corporate governance and ethical conduct and monitors the effectiveness of our corporate governance guidelines, including whether such guidelines are successful in preventing illegal or improper liability-creating conduct. All committees report to the full Board of Directors as appropriate, including when a matter rises to the level of a material or enterprise level risk. In addition, the Board of Directors receives detailed regular reports from members of our senior management and other personnel that include assessments and potential mitigation of the risks and exposures involved with their respective areas of responsibility.

Code of Business Conduct and Ethics

Our Board of Directors adopted a code of business conduct and ethics that establishes the standards of ethical conduct applicable to all of our directors, officers, employees, consultants and contractors. The code of ethics addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, compliance with applicable governmental laws, rules and regulations, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of ethics, employee misconduct, conflicts of interest or other violations. Any waiver of our code of ethics with respect to our Chief Executive Officer, Chief Financial Officer, TreasurerSecretary and Secretary,Treasurer, Chief Operating Officer and President, or persons performing similar functions may only be authorized by our Nominating and Corporate Governance Committee and will be promptly disclosed as required by law and NYSE regulations and posted on our website. Amendments to the code of ethics must be approved by our Board of Directors and will be promptly disclosed and posted on our website (other than technical, administrative ornon-substantive changes). Our code of ethics is publicly available on our website athttp://www.cityofficereit.com and in print to any stockholder who requests a copy.

Corporate Governance Guidelines

Our Board of Directors adopted corporate governance guidelines that serve as a flexible framework within which our Board of Directors and its committees will operate. These guidelines cover a number of areas

including the size and composition of our Board of Directors, Board of Directors membership criteria and director qualifications, director responsibilities, Board of Directors agenda, roles of the Chairman of the Board of

For 2019, our last completed fiscal year:

Based on this information, for 2019 the ratio of the annual total compensation of the CEO to the median annual total compensation of all employees, as determined pursuant to SEC rules, was approximately 16 to 1. To determine the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee and the CEO, we took the steps listed below:

In accordance with SEC rules, with respect to the annual total compensation of the CEO, we used the amount reported in the “Total” column of our 2019 Summary Compensation Table included elsewhere in this Proxy Statement.

PROPOSAL NO. 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

On February 26, 2019,24, 2020, the Audit Committee approved appointing KPMG LLP to serve as CIO’s independent public accountants for the fiscal year ending December 31, 2019.2020. KPMG LLP has served as our independent public accountants since our initial public offering in April 2014.

We are asking our stockholders to ratify the appointment of KPMG LLP as our independent registered public accountants for our fiscal year ending December 31, 2019.2020. Although ratification is not required by our Bylaws or otherwise, the Board of Directors is submitting the appointment of KPMG LLP to our stockholders for ratification as a matter of good corporate practice. In the event stockholders do not ratify the appointment, the appointment will be reconsidered by the Audit Committee. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of CIO. A representative of KPMG LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS

VOTE“FOR” THE APPOINTMENT OF KPMG LLP TO AUDIT THE FINANCIAL STATEMENTS

OF CIO FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2020.

Audit Fees

The following table presents the aggregate fees billed by KPMG LLP for each of the servicesservice listed below for the years ended December 31, 20182019 and December 31, 2017.2018.

Exchange Act rules generally require any engagement by a public company of an accountant to provide audit ornon-audit services to bepre-approved by the Audit Committee of that public company. Thispre-approval requirement is waived with respect to the provision of services other than audit, review or attest services if certain conditions set forth inRule 2-01(c)(7)(i)(C) of RegulationS-X are met. All of the audit and audit-related services described above werepre-approved by the Audit Committee and, as a consequence, such services were not provided pursuant to a waiver of thepre-approval requirement set forth in this Rule. The Audit Committee charter provides guidelines for thepre-approval of independent auditor services. All of the audit and audit-related services described above were completed by full-time, permanent employees of KPMG LLP.

PROPOSAL NO. 3. TO APPROVE AN AMENDMENT TO OUR EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF OUR COMMON STOCK AVAILABLE FOR AWARDS MADE THEREUNDER AND CERTAIN OTHER ADMINISTRATIVE CHANGES

Background to the Proposal

Our Equity Incentive Plan (the “Plan”) was adopted in 2014 in connection with our initial public offering. The Plan permits the grants of stock options, restricted common stock, restricted stock units, phantom shares, dividend equivalent rights (“DERs”) and other equity-based awards (including LTIP Units). A total of 1,263,580 shares of common stock were authorized for issuance under the Plan. As of December 31, 2018, approximately 397,957 shares (and approximately 228,309 shares as of March 6, 2019) of our common stock remain available for issuance for equity-based awards under the Plan.

The Board of Directors believes that the Plan has benefited the Company by assisting in recruiting and retaining the services of individuals with ability and initiative and enabling such individuals to participate in the future services of the Company and by associating the interests of such individuals with the interests of the Company and its stockholders.

On March 7, 2019, the Board of Directors amended the Plan, subject to the approval of stockholders (the “Amendment”). The Amendment is described below and include an increase in the total number of shares of common stock that may be issued pursuant to awards granted under the Plan from 1,263,580 shares to 2,263,580 shares.

The increase in the Plan’s share authorization will continue the Company’s ability to provide incentive and equity compensation opportunities pursuant to the Plan. The Board of Directors believes that the Company’s ability to provide competitive levels and types of compensation, including equity and incentive compensation opportunities, is important to recruiting and retaining talented executives and other key employees. Absent stockholder approval of the Amendment, the share authorization under the Plan will be exhausted and the Company will be unable to provide equity and incentive compensation pursuant to awards granted under the Plan. The Company thus will be required to use cash-based awards as the medium of payment for all incentive compensation.

The Amendment is described below and the material features of the Plan, as amended by the Amendment, are summarized below. A copy of the Plan as amended by the Amendment, is included as Appendix A to this proxy statement. The summary below is qualified in its entirety by reference to the text of the Plan.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE AMENDMENT TO THE PLAN.

Summary of the Amendment

As more fully described below, the Amendment (i) increases the Plan’s share authorization; (ii) conforms the Plan to changes to Section 162(m) of the Internal Revenue Code of 1986 enacted under by the Tax Cuts and Jobs Act of 2017 (the “TCJA”); (iii) eliminates references to our former external advisor; (iv) extends the expiration date of the Plan and (v) updates references to our new corporate executive offices at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8.

Share Authorization

As of December 31, 2018, approximately 397,957 shares (approximately 228,309 shares as of March 6, 2019) of the Plan’s original 1,263,580 share authorization remain available. The Amendment will increase the aggregate share authorization by 1,000,000 shares (from 1,263,580 shares to 2,263,580 shares).

power with respect to such security or has the right to acquire such ownership within 60 days. Shares of our common stock issuable pursuant to options, warrants, rights or conversion privileges are deemed to be outstanding for purposes of computing the percentage ownership of the person or group holding such options, warrants, rights or conversion privileges but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated in footnotes to the table, each person listed has sole voting and dispositive power with respect to the securities owned by such person.person as of March 2, 2020.

EXECUTIVE OFFICERSCOMPENSATION

Compensation Discussion and Analysis

The Compensation Committee of our Board of Directors is currently comprised of three independent directors with the responsibility for establishing and administering the underlying policies and principles of our compensation program. We strive to provide a competitive total remuneration package to our Named Executive Officers (“NEOs”) through a combination of base salary, annual cash incentive compensation and long-term equity incentive compensation. Our focus is to establish a program that aligns the Company’s short and long-term interests with those of our management. We strive to reward strong performance, but designed our compensation program to have material consequences for NEOs if objectives established by the Compensation Committee are not satisfactorily met.

This Compensation Discussion and Analysis section describes our executive compensation program for 2019. It also describes how and why the Compensation Committee made its decisions regarding 2019 compensation. Set forth below is information concerning our executive officers,NEOs and their respective titles as of the date hereof. Unless otherwise indicated, the business address of all of our directors and executive officers is 666 Burrard Street, Suite 3210, Vancouver, British Columbia, Canada V6C 2X8.December 31, 2019:

Information is set forth below regarding the background of our executive officers who are not also directors.non-director NEOs is set forth below.

Gregory Tylee

Mr. Tylee, age 47, is48, has been our chief operating officer and president since our IPO in April 2014. He joined Second City in May 2010 and has been primarily responsible for sourcing, underwriting and acquiring properties throughout the United States. He has been involved in real estate transactions with a combined enterprise value of approximately $2.0$3.0 billion over the course of his career. He has deep relationships with real estate operators, lenders and brokers. From May 2008 to October 2012, Mr. Tylee held both the Vice President of Acquisitions and President roles for Bosa Properties Inc. from May 2008 to October 2012,, a prominent real estate development company based in Vancouver, Canada, with over 400 employees. As President, Mr. Tylee was involved in all aspects of Bosa’s decision-making with a primary responsibility for growing the business through new acquisitions. Mr. Tylee received a bachelor’s degree in accounting from Brock University and is a chartered accountant. Mr. Tylee brings accounting and finance skills as well as over 20 years of diverse real estate experience that includes acquisitions of various types of income-producing property and high-rise development.

Anthony Maretic

Mr. Maretic, age 47, is48, has been our chief financial officer, secretary and treasurer since our IPO in April 2014. He has over 20 years of experience in senior financial and operational roles, of which 14 years were spent within the real estate industry.roles. Prior to joining affiliates of Second City in May of 2013, Mr. Maretic served as the chief operating officer and chief financial officer of Earls Restaurants Ltd., one of North America’s premier privately held restaurant companies from 2006 to 2013. Mr. Maretic’s experience in the real estate industry includes his role as the chief financial officer for Wilkinson Good Neighbor Communities REIT, a $230 million portfolio of U.S.-based senior living facilities, where he served from 2005 to 2006. Mr. Maretic has also held several financial management positions with the predecessor of Bentall Kennedy, one of North America’s premier institutional real estate advisory companies, which was a $2 billion public real estate company listed on the Toronto Stock Exchange. Mr. Maretic is a chartered professional accountant and holds a bachelor’s degree in commerce and business administration from the University of British Columbia.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies with Respect to ConflictsUnless otherwise indicated, the business address of Interest

We adopted a code of ethics and related persons transactions policy that prohibits transactions involving conflicts of interest between us on the one hand, and our officers, employees and directors on the other hand, except for such transactions that are approved by a majorityall of our directors (includingand NEOs is 666 Burrard Street, Suite 3210, Vancouver, British Columbia, Canada V6C 2X8.

Executive Summary

Overview of 2019 Business Performance

We are focused on acquiring, owning and operating high-quality office properties located in“18-hour cities” in the Southern and Western United States. We believe 2019 was a majorityvery strong year operationally for the Company. Our chosen markets continue to be national leaders in employment and population growth, and during the year we achieved a number of significant milestones, including increases to our occupancy, rental rates and same store cash net operating income (“Same Store Cash NOI”) (as described below). Combined with prudent and opportunistic growth, the Company is well positioned to continue to deliver strong results for our stockholders.

The total return for our common stock, par value $0.01 per share (our “common stock”), in 2019 was 42.6%. As detailed below, we compare our performance to both similarly sized companies and the office sector as a measure of overall performance. Our 2019 total return was approximately 55% higher than the average of our independent directors) in compliance with the code of ethicsSNL US REIT Office index and related persons transactions policy. A “conflict of interest” arises when the private interest of a person covered by the code interferes in any material respect with our interests or his or her service to us. Waivers of our code of ethics for certain covered persons must be disclosed in accordance with NYSE and SEC requirements.SNL US REITs $500M-$1B index peer sets, as further described under “2019 Total Stockholder Return” below. In addition, our Board of Directors is subject to certain provisions of Maryland law, which are also designed to eliminate or minimize conflicts. However, we cannot assure you that these policies or provisions of law will always succeed in eliminatingon a long-term basis and under the influence of such conflicts. If they are not successful, decisions could be made that might fail to reflect fully the interests of all stockholders.

We do not have a policy that expressly prohibits our directors, officers, security holders or any of our affiliates from engaging for their own account in business activitiesleadership of the types conducted by us.

Administrative Services Agreement

In connection withsame NEOs, our total return was 63.4% since our IPO in April 2014, which exceeded the internalization of our management in February 2016, a subsidiaryaverage of the Companytwo peer sets described above by approximately 77%.

Summary of Key 2019 Accomplishments

During 2019, we achieved substantial results that contributed to the favorable increase in our overall performance, including, but not limited to:

On October 29, 2018, the Company entered into the First Amendment (the “Amendment”) to the Administrative Services Agreement with real estate investment funds affiliated with Second City Capital II Corporation and Second City Real Estate II Corporation (“SCRE II”). The terms of the Amendment became effective on February 1, 2019 (the “Effective Date”). After February 1, 2019, the annual fees payable to the Company will be $500,000 for the first twelve months following the Effective Date and thereafter an amount equal to 40% of the management fee paid to SCRE II by the fund managed by SCRE II.Total Stockholder Return

The terms oftotal return for our common stock in 2019 was 42.6%. In comparison, the Administrative Services AgreementSNL US REIT Office index and our executive officers’ employment agreements permit, under certain circumstancesthe SNL US REITs $500M-$1B index generated a 27.5% and subject to the oversight of the Board, our executive officers to advise or oversee new or additional funds in the future.27.6% total return respectively. The Company

exceeded the average of these two indices by approximately 55% during 2019. As of December 31, 2019, the SNL US REIT Office index was comprised of 22 publicly traded US office REITs. The Compensation Committee believes that the SNL US REIT Office index provides an appropriate group of peer REITs with a focus similar to the Company’s and represents an appropriate basis for comparison of our total stockholder return. As of December 31, 2019, the SNL US REITs $500M-$1B index was comprised of 22 publicly traded U.S. REITs. The Compensation Committee believes that the SNL US REITs $500M-$1B index provides an appropriate group of peer REITs similar to the Company’s size and represents an appropriate basis for comparison of our total stockholder return.

Long-Term Stockholder Return

As of December 31, 2019, our long-term total stockholder return was 63.4% since the Company’s initial public offering in April 2014 (which has been during the tenure of the NEOs). In comparison, the SNL US REIT Office index and the SNL US REITs $500M-$1B index generated a 39.2% and 32.5% total return respectively. The Company exceeded the average of these two indices by approximately 77% over this time period.

EXECUTIVE OFFICER AND DIRECTOR COMPENSATIONCompensation Philosophy and Objectives

Executive Compensation Principles

We have established our compensation program to achieve various short and long-term objectives. Our overriding philosophy is to establish lower than average “guaranteed” base salaries but provide our NEOs the ability to earn higher than average total remuneration through demonstrated performance that aligns with our stockholders.

Our namedcompensation program includes (i) a base salary component, (ii) an annual cash incentive compensation potential, and (iii) a long-term equity incentive potential. The Compensation Committee judges performance based on detailed criteria (the “Performance Objectives”) that are established at the beginning of the year and are discussed elsewhere in this Proxy Statement under the heading —“2019 Performance Objectives”.

The compensation program for our executives and their principal offices during 2018 were:is designed to achieve the following core objectives:

Compensation Best Practices

The Compensation Committee and management periodically review the compensation and benefit programs for executives and other employees to align them with the core objectives discussed above. Additionally, we compare both compensation and Company performance against peer companies when evaluating the appropriateness of our compensation. We have implemented a number of measures in an effort to align the interests of the Company’s NEOs with those of our stockholders, while also driving performance and achievement of long-term goals. Below we highlight our compensation and governance practices that support these principles.

What we do:

What we don’t do:

Compensation Review Process

Role of the Compensation Committee and Management

The Compensation Committee evaluates Company and individual performance when making compensation recommendations to the Company’s Board of Directors with respect to our NEOs. In making decisions regarding NEO remuneration, the Compensation Committee considers recommendations from our Chief Executive Officer (“CEO”);

We use FFO, which The National Association of Real Estate Investment Trusts (“NAREIT”) states should represent net income or loss (computed in accordance with U.S. generally accepted accounting principles) plus real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments of unconsolidated partnerships and joint ventures, gains or losses on the sale of property and impairments to real estate, as a supplemental performance measure, because we believe that FFO is beneficial as a starting point in measuring our operational performance. We also believe that, as a widely recognized measure of the performance of REITs, FFO can be used as a basis to compare our operating performance to that of other REITs.

We also believe Core FFO, calculated using FFO as defined by NAREIT and adjusting for certain othernon-core items, such as deducting acquisition costs, loss on early extinguishment of debt, changes in the fair value of theearn-out, changes in the fair value of contingent consideration and the amortization of stock-based compensation, provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance.

We define NOI as total rental and other revenues less property operating expenses. We consider NOI to be an appropriate supplemental performance measure to net income because we believe it provides information useful in understanding the core operations and operating performance of our portfolio. We believe that Same Store Cash NOI, calculated as the NOI attributable to the properties continuously owned and operated for the entirety of the reporting periods presented (excluding properties that were not stabilized during both of the applicable reporting periods), is an important measure of comparison, because it allows for comparison of operating results of stabilized properties owned and operated for the entirety of both applicable periods and therefore eliminates variations caused by acquisitions, dispositions or repositionings during such periods.

The Compensation Committee established the following relative weightings for these Performance Objectives in 2019:

Each Performance Objective is measured between0-200% of the target weighting, with 100% established as target performance. The Compensation Committee believes that the 2019 Performance Objectives were established with the goal of promoting both short and long-term stockholder value. In addition, the Compensation Committee believes that maintaining an ability to reward specific accomplishments outside of the Performance Objective criteria that generate incremental stockholder value is an important alignment tool. The Compensation Committee retains the ability to makeone-time adjustments in determining performance to reward special achievements or to account for negative factors.

2019 Performance Evaluation

At its January 22, 2020 meeting, the Compensation Committee evaluated the Company’s actual performance against the 2019 Performance Objectives and formulated a recommendation to the Company’s Board of Directors. Key factors driving the Compensation Committee’s conclusions included, among other factors:

Structure and Components of the Executive Compensation Program

Our compensation program for NEOs generally consists of base salary, annual cash incentive compensation potential and long-term equity incentive compensation potential. Each year the Compensation Committee establishes a set of Performance Objectives (discussed further above) and weightings for each Performance Objective, which is used in evaluating performance and determining total remuneration of our NEOs.

OverviewBase Salary

Base Salaries for NEOs are determined by position, which takes into consideration the scope of job responsibilities, the employee’s level of experience and expertise and competitive market compensation paid by other companies for similar positions. Base salaries for NEOs are generally fixed by the Compensation ProgramCommittee for atwo-year period and Philosophyreviewed for adjustment every second year and set to a level to attract and retain high-quality professionals; however, our Compensation Committee reviews base salaries paid by our peer group on an annual basis to determine if adjustments should be made more frequently. Under guidelines established by our Compensation Committee, the target for Base Salaries for our NEOs is intended to be below the average of our SNL US REIT Office index and US REITs under $1.5B market capitalization peer sets while providing the ability to achieve above average total remuneration based on achieving strong performance.

On February 1, 2018, we, through a wholly owned subsidiary, entered into employment agreementsEmployment Agreements (collectively, the “Original Employment Agreements”) with each of our named executive officers. In addition,NEOs. On July 31, 2019, we, continuethrough a wholly-owned subsidiary, entered into amendments to the Original Employment Agreements (collectively with the Original Employment Agreements, the “Employment Agreements”) with each of our NEOs. See “Certain Relationships and Related Person Transactions.”

For 2019, the Compensation Committee recommended and the Board of Directors approved the following Base Salary compensation for our NEOs:

Annual Cash Incentive Compensation

Our NEOs have the abilityopportunity to compensate our named executives, other officersearn an annual cash incentive compensation designed to reward annual corporate performance. In determining the actual annual cash incentive compensation paid to an NEO, the Compensation Committee provides a score for each Performance Objective. For 2019, the target annual cash incentive compensation percentage was equal to 100% of each NEO’s base salary. However, the percentage amount an NEO may earn under this program generally can range from0-200% of base salary as determined by the Compensation Committee’s measurement of achievement against the Performance Objectives, subject to special circumstance adjustments that may be approved by the Compensation Committee in its discretion.

The Compensation Committee considered the Company’s actual performance for 2019 against the 2019 Performance Objectives and individuals with equity and equity-based awards or other typestook into account special consideration for the $2.6 million of awards in accordance with ourincome recognized from monetizing avalue-add building purchase contract during the year, which was outside of the 2019 Performance Objectives. Based on those considerations, the Compensation Committee made the following annual cash incentive compensation recommendations for 2019 performance, which were subsequently approved by the Company’s Board of Directors on January 27, 2020.

Long-Term Equity Incentive Compensation

Our NEOs are eligible to receive long-term equity incentive plan (“EIP”compensation under the Company’s Equity Incentive Plan (the “EIP”) intended to align theirthat promotes our long-term success by aligning the NEOs interests with the interests of our stockholders. Awards that may be granted underThe long-term equity incentive compensation plan provides NEOs with an ownership interest in our EIP include unrestricted stock, restricted stock, restricted stock units, deferred stock units, options, stock appreciation rights, performance awards, dividend equivalents, other stock based awards and any other right or interest relating to stock or cash (collectively referred to herein as “awards”). Our Compensation Committee will determine if and when any of our named executives, other officers or individuals will receive such awards. As discussed below, our Compensation Committee awarded restricted stock units to the named executives in January 2018 which related to CIO’s 2017 performance. A restricted stock unit award represents the right to receive shares of our common stock in the future, after the applicable vesting criteria, determined by our Compensation Committee, as plan administrator, has been satisfied. The holder of an award of restricted stock units has no rights as a stockholder until shares of our common stock are issued in settlement of vestedcompany through restricted stock units. A recipient may be issued dividend equivalency rights by our Compensation Committee in connection withSuch compensation is typically granted during the grantfirst quarter of restricted stock units; provided, however, that if the restricted stock units do not vest solely upon satisfaction of continued employment or service, any payment in respecteach year relating to the related grant of dividend equivalency rights will be held by us and paid when, and only to the extent that, the related restricted stock units vests.

2018 Company Performance

In applying our compensation program and philosophy to the named executives in 2018, the Compensation Committee sought to recognize the executive management team’s financial and strategic accomplishments during 2018. During 2018, the Company acquired $260 million of office properties. These acquisitions consisted of 5 properties and over 1 million square feet in Denver, Phoenix and Orlando. We also disposed of a property in anon-target market and recognized a $47.0 million accounting gain. The Company also increased occupancy of its’ portfolio from 87.7% when excluding the property that was held for sale at December 31, 2017 to 90.4% at December 31, 2018. The Compensation Committee believes that we continue to successfully execute our business objectives and investment strategies. We provide an analysis of our financial and operational performance in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our 2018 Annual Report on Form10-K.

Employment Agreements

As discussed above, on February 1, 2018, we, through a wholly-owned subsidiary, entered into the Employment Agreements with each of James Farrar, the Company’s Chief Executive Officer, Greg Tylee, the Company’s President and Chief Operating Officer, and Anthony Maretic, the Company’s Chief Financial Officer, Secretary and Treasurer.prior year’s performance.

The Compensation Committee approved the terms of the Employment Agreements. Pursuant to the terms of the Employment Agreements, Messrs. Farrar and Tylee were paid an initial annual base salary of $400,000 and

restricted stock units are immediately forfeited, except in limited circumstances. Dividends received on the restricted stock units are accrued at the same rate and on the same date as follows:our common stock and remain subject to forfeiture.

The Compensation Committee also intends to designdesigns long-term incentive awards to ensure that our named executivesNEOs have a continuing stake in our long-term success, that the total compensation realized by our named executivesNEOs reflects our multi-year performance as measured by the efficient use of capital and changes in stockholder value, and that a large portion of their total compensation opportunity is earned over a multi-year period and could be forfeitable in the event of termination of their service to us or our affiliates. This intent is reinforced through our stock ownership guidelines and our Recoupment Policy.

REIT regulations require usOur overall approach for setting the level of long-term equity incentive compensation is to pay at least 90%create and sustain long-term stockholder value while rewarding employee performance. Under the guidelines established by our Compensation Committee, the targeted total remuneration of our earningsNEOs is intended to stockholders as dividends. As a result, we believe thatrepresent market level remuneration, adjusted up or down based on performance. When considering market remuneration, our common stockholders are principally interested in receiving attractive risk-adjusted dividends and in the growth of dividends and market capitalization. Accordingly, we want to provide incentives to our named executives that rewards success in achieving these goals. Since we generally do not have the ability to retain earnings, we believe that equity-based awards serve to align the interestsCompensation Committee evaluates remuneration levels of our named executives withpublicly traded REIT peer set and considers our relative size versus the interestscomparison peer group. As we intentionally set Base Salaries below the average of our stockholders sincepeer group, the value our named executives receive from these awardslong-term equity incentive compensation component is largely dependent onintended to comprise a material portion of total remuneration if strong performance is achieved by the value of our common stock, the potential for appreciation of that value and our capability to pay dividends. We believe that this alignment of interests provides an incentive to our named executives to implement strategies that will enhance our overall performance and promote growth in dividends and growth in our market capitalization.NEOs.

The Compensation Committee does not use a specific formula to calculate the number of equity awards and other rights awarded to our named executives under our EIP. The Compensation Committee does not explicitly set future award levels/opportunities on the basis of what the named executives earned from prior awards. While the Compensation Committee will take past awards (if any) into account, it will not solely base future awards in view of those past awards. Generally, in determining the specific amounts to be granted to an individual, the Compensation Committee will take into account factors such as our performance, the individual’s position, his or her contribution to our performance, and general market practices of our peers and similarly sized companies. Awards, if any, are granted on an annual basis.

Risk Management and CIO’s Compensation Policies and ProceduresNew Form of Performance Restricted Stock Unit Award Agreement

As partOn January 27, 2020, each of the Board of Director’s role in risk oversight,Directors and the Compensation Committee considersapproved a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will be used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the impactEIP. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of our compensation plans, policiescommon stock over a three-year measurement period beginning January 1, 2020 and practices,ending on December 31, 2022 (the “Measurement Period”) relative to the TSR of the companies in the SNL US REIT Office index as of January 2, 2020 (the “2020 RSU Peer Group”). The payouts under the Performance RSU Awards are evaluated on a sliding scale as follows: TSR below the 30th percentile of the 2020 RSU Peer Group would result in a 50% payout; TSR at the 50th percentile of the 2020 RSU Peer Group would result in a 100% payout; and TSR at or above the 75th percentile of the 2020 RSU Peer Group would result in a 150% payout. Payouts are mathematically interpolated between these stated percentile targets, subject to a 150% maximum.

Subject to the terms of any applicable employment agreement, payouts of the Performance RSU Awards will vest, if at all, upon the completion of the Measurement Period, provided that the awardee remains continuously employed with the Company through the end of the applicable Measurement Period, except in certain cases of Changes of Control or a Covered Termination (as defined in the Performance RSU Award Agreement). Unless otherwise set forth in an awardee’s employment agreement, if applicable, upon the occurrence of a Covered Termination the awardee will continue to hold the Performance RSU Award through the last day of the Measurement Period, and the incentives createdPerformance RSU Award will vest as of such last day, if at all, based upon the above TSR sliding scale. To the extent earned, the payouts of the Performance RSU Awards will be settled in the form of shares of our common stock, pursuant to the EIP, or if approved by the same, on our risk profile. Based on this consideration, the Compensation Committee, concluded thatin cash of equivalent value. Performance RSU Awards do not entitle the recipient to the rights of a holder of our compensation policies and procedurescommon stock until shares are not reasonably likely to have a material adverse effect on CIO. Someissued in settlement of the factors the Compensation Committee considered as mitigating the risks of our compensation plans include:

Upon satisfaction of the vesting conditions for the Performance RSUs, as dividends are paid on Compensation from Executive Misconduct.”the shares of our common stock, additional restricted stock unit awards will be issued covering the number of shares of our common stock with a value equivalent to the total dividends that will be paid on the number of shares of our common stock underlying the restricted stock unit awards or Performance RSUs, as applicable. Dividend equivalents are not paid on restricted stock unit awards prior to full vesting.

Say on Pay Vote Results

Until December 31, 2019, the Company qualified as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As a result, we were permitted to, and relied on exemptions, from certain disclosure requirements under the JOBS Act that are applicable to other companies that are not emerging growth companies. Accordingly, we were not required to submit certain executive compensation matters to our stockholders for advisory votes, such as“say-on-pay” and“say-on-frequency” compensation advisory votes pursuant to Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), prior to December 31, 2018. Effective January 1, 2020, we no longer qualified as an “emerging growth company” under the JOBS Act and are required to submit certain executive compensation matters to our stockholders for advisory votes, such as“say-on-pay” and“say-on-frequency” compensation advisory votes, beginning with the 2020 Annual Meeting.

Role of Management and Compensation Consultants

During 2019, the Compensation Committee did not retain an independent compensation consultant, though the Compensation Committee has the sole authority to retain, and terminate, any compensation consultant to assist in the evaluation of employee compensation and to approve the consultant’s fees and the other terms and conditions of the consultant’s retention.

Changes for 2020

As described elsewhere in this Proxy Statement under the heading “—Structure and Components of the Executive Compensation Program—New Form of Performance Restricted Stock Unit Award Agreement,^” on January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of Performance RSU Award Agreement that will be used to grant Performance RSU Awards pursuant to the EIP. The Performance RSU Awards are based upon the TSR of our common stock over a three-year Measurement Period. The payouts under the Performance RSU Awards are evaluated on a sliding scale and the Compensation Committee retains the discretion to remove or make adjustments to performance goals and vesting conditions under the Performance RSU Awards. We expect to issue our NEOs a combination of time-based restricted stock units and Performance RSUs dependent upon such NEO’s performance. The Compensation Committee believes that the implementation from time to time of new types of restricted stock unit awards and other awards is an important measure to attract and retain talented executives while further aligning the goals of our NEOs andnon-executive employees with our stockholders.

Compensation Committee Report

The Compensation Committee is responsible for, among other things, discharging the Board of Directors’ responsibilities relating to compensation of the Company’s executives, including recommending to the Board of Directors for approval and evaluating the compensation plans, policies and programs of the Company. The Compensation Committee has reviewed the Compensation Discussion and Analysis herein and discussed it with management. Based on the review and the discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the 2020 proxy statement for filing with the United States Securities and Exchange Commission.

The Compensation Committee of the Board of Directors:

Mark Murski, Chairman

Sabah Mirza

John Sweet

Summary Compensation Table

The table below summarizes the total compensation paid or awarded to each of our named executive officersNEOs for the fiscal years indicated.

2018 Compensation DecisionsGrant of Plan-Based Awards

As stated above,The following table sets forth certain information regarding the Compensation Committee awarded James Farrar, Gregory Tylee and Anthony Maretic 48,350, 48,350 and 29,175 restricted stock units respectively atgrants of plan-based awards to our NEOs under the January 18, 2018 meeting. Each ofEIP during thenon-executive directors were awarded 3,000 restricted stock units. Mr. Farrar and Mr. Tylee were primarily responsible for developing and successfully implementing our business objectives, investment strategies and capital raising efforts in 2018 described above.As our chief financial officer, Mr. Maretic was responsible for our financial reporting and planning and regulatory filings and the primary liaison with our independent public accounting firm and successful capital raising efforts in 2018. fiscal year ended December 31, 2019.

Outstanding Equity Awards at FiscalYear-End 2019

The following table sets forth certain information regarding the outstanding equity awards to our NEOs at December 31, 2019.

Potential Payments Upon Termination or Change in Control

Termination Without Cause, Resignation With Good Reason. If

Pursuant to such NEO’s employment agreement with us, if the named executive’sNEO’s employment is terminated by the Company without cause or by the named executiveNEO upon a resignation with good reason, subject to the named executiveexecution by the NEO of a release and waiver of claims, the NEO shall be entitled to receive, and the Company shall pay or provide the named executive:NEO:

The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO’s employment was terminated by the Company without cause or by the

NEO upon a resignation with good reason as of December 31, 2019, assuming the NEOs employment agreements were in place as of such date:

Termination for Cause,. If Voluntary Termination by the named executive’sNEO without Good Reason or for a Disability

Pursuant to such NEO’s employment agreement with us, if the NEO’s employment is terminated by the Company for cause, or if the named executive shall be entitled to receive, and the Company shall payNEO resigns or provide the named executive, any annual base salary, annual cash bonus or other benefit accrued through, but unpaid as of, the date of termination, but the named executive shall not be entitled to receive any other compensation or benefits on and after the date of termination.

Voluntary Termination by the Named Executive without Good Reason. If the named executive resigns, is unable to perform his employment obligations as a result of a disability which cannot be reasonably accommodated or otherwise voluntarily terminates his employment (other than for good reason), the named executiveNEO shall be entitled to receive, and the Company shall pay or provide the named executive,NEO, any annual base salary, annual cash bonus or other benefit accrued through, but unpaid as of, the date of termination, but the named executiveNEO shall not be entitled to receive any other compensation or benefits on and after the date of termination.

The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO’s employment was terminated by the Company for cause, or if the NEO resigned or was unable to perform his employment obligations as a result of a disability which cannot be reasonably accommodated or otherwise voluntarily terminates his employment (other than for good reason), as of December 31, 2019, assuming the NEOs employment agreements were in place as of such date:

Death

Pursuant to such NEO’s employment agreement with us, if the NEO dies before the NEO’s employment is terminated by the Company, the NEO’s survivors or estate, as applicable, shall be entitled to receive, and the Company shall pay or provide the NEO’s survivors or estate, as applicable, subject to the execution by the survivors or estate, as applicable, of a release and waiver of claims any annual base salary, annual cash bonus or other benefit accrued through, but unpaid as of, the date of termination, and all outstanding awards granted to the NEO under the EIP shall become fully vested.

The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if the NEO had died as of December 31, 2019, assuming the NEOs employment agreements were in place as of such date:

Change in Control. In

Pursuant to such NEO’s employment agreement with us, in the event of a change in control of the Company, all outstanding awards granted to the named executiveNEO under the EIP fully vest immediately upon the change in control. In addition, if the named executiveNEO resigns withfor good reason within twelve months of a change in control, subject to the named executiveexecution by the NEO of a release and waiver of claims, the NEO shall be entitled to receive:

The following table sets forth the total cost that the Company would have incurred and the payments the NEOs would have received if a change in control had occurred as of December 31, 2019, assuming the NEOs employment agreements were in place as of such date:

Director CompensationDIRECTOR COMPENSATION

We have approved and implemented a compensation program for ournon-employee directors that consists of annual retainer fees and long-term equity awards. As compensation for serving on our Board of Directors, each director receives an annual base fee for his or her services of $30,000. In addition, eachnon-employee director receives a meeting fee of $1,000 for attending each Board of Directors meeting, committee meeting or telephonic meeting to approve investments.investments in 2019. The Chairman of the Board of Directors receives an additional annual cash retainer of $15,000, the chair of the Audit Committee receives an additional annual cash retainer of $10,000, and the chairs of the Compensation Committee, the Nominating and Corporate Governance Committee and Investment Committee receive an additional annual cash retainer of $5,000.

We also reimburse ournon-employee directors for reasonableout-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendancein-person at Board of Directors and committee meetings.

Beginning on August 12, 2014 and until March 9, 2017, an independent director share grant program approved by our Board of Directors provided for each independent director to be granted a number of restricted stock units, up to 1,500 annually, equal to the number of shares of our common stock that such director purchased on the open market. The matching restricted stock units vested ratably over three years and carried the right to receive dividends (through the issuance of dividend equivalent rights), which were reinvested in shares of our common stock and delivered to the applicable independent director upon, and subject to, satisfaction of the vesting criteria applicable to the related restricted stock unit award agreements. Pursuant to this program, each of the independent directors were granted restricted stock units during the fiscal year ended December 31, 2017. On March 9, 2017, our Board of Directors repealed our independent director share grant program upon adoption of the minimum share ownership policy discussed aboveelsewhere in this Proxy Statement under “ — Equity-Based Compensation.the heading “—Stock Ownership Guidelines.”

On January 18, 2018,25, 2019, the Compensation Committee awarded our directors with restricted stock units. The restricted stock units vest ratably over three years and carry the right to receive dividends (through a related grant of dividend equivalent rights), which will be reinvested in shares of our common stock and delivered to the applicable executive upon, and subject to, satisfaction of the vesting criteria applicable to the related restricted stock units. Pursuant to this program, each of Mr. McLernon, Mr. Flatt, Mr. Kohn,Murski, Mr. MurskiShraiberg and Mr. ShraibergSweet were each granted 3,0004,000 restricted stock units.

We do not have, and we do not currently intend to adopt, any plans or programs for our directors that provide for pension benefits.

The table below sets forth information regarding the compensation paid or accrued by CIOthe Company during 20182019 to each of our directors. James Farrar did not receive any additional compensation in connection with his role as a director.

Equity Compensation Plan Information

The following table sets forth the number of securities to be issued upon exercise of outstanding options, warrants and rights; weighted average exercise price of outstanding options, warrants and rights; and the number of securities remaining available for future issuance under ourthe EIP as of December 31, 2018:2019: