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 18, 20202021

Dear Fellow Stockholders:

On behalf of the Board of Directors and management, I cordially invite you to attend the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”) of City Office REIT, Inc. (the “Company” or “CIO”). TheIn light of public health concerns resulting from the global COVID-19 pandemic, this year’s Annual Meeting will be held online via a live webcast at 9:00 a.m., Pacific Time, on April 30, 2020 atMay 6, 2021. The Company believes that the Company’s Corporate Office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8. Detailsability of stockholders and proxy holders to attend the Annual Meeting online will allow enhanced participation of, and interaction with, our stockholder base, while also being environmentally friendly and sensitive to the public health and travel concerns that our stockholders may have in light of the businessCOVID-19 pandemic. If you are a record holder of our common stock or legal proxy for a record holder, you may ask questions and vote your shares online during the live webcast. Questions may be submitted online prior to be presentedthe meeting beginning one hour before the commencement of the Annual Meeting or during the Annual Meeting. The Company will respond to as many inquiries at the Annual Meeting can be foundas time allows. Additional details about the availability of proxy materials and attendance online via the live webcast are available elsewhere in this Proxy Statement.

Our Company achieved significant progressstrong results in 20192020, despite challenging macro-economic conditions caused by the COVID-19 pandemic. We took swift and proactive measures to optimally position the Company during the pandemic, and to date, these measures have proven successful. In 2020, we increased our earnings per share metrics over the prior year, collected over 99% of 2020 contractual base rent, executed over one million square feet of new and renewal leases and lowered our leverage metrics below our prior targets. Our chosen markets in the Southern and Western United States continue to be national leaders in employment and population trends, which we believe we are poisedwill be enhanced by pandemic-related demographic shifts over time. We believe the Company is well positioned to continue to deliver attractive returns tostrong operational results for our investors through a combination of dividends and capital appreciation. During the year, we added Seattle as a new market in our portfolio 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 remain engaged in value-enhancing initiatives across our portfolio. With our capitalization on strong equity and debt capital market conditions at the end of 2019, we believe we have positioned ourselves for success for the long term.stockholders.

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 20202021 ANNUAL MEETING OF STOCKHOLDERS

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

PROXY STATEMENT

TABLE OF CONTENTS

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

20202021 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 20202021 Annual Meeting of Stockholders (the “Annual Meeting”). WeIn light of public health concerns resulting from the global COVID-19 pandemic, this year’s Annual Meeting will holdbe held online via a live webcast at https://web.lumiagm.com/241901273 at 9:00 a.m., Pacific Time, on May 6, 2021. To access the Annual Meeting, atvisit https://web.lumiagm.com/241901273, enter your 11-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the Company’s Corporate Office at 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8, on Thursday, April 30, 2019 at 9:00 a.m. Pacific Time,instructions that accompany your proxy materials and any postponements, continuationsthe password “city2021” (the password is case sensitive). If you are a record holder of our common stock or adjournments thereof.legal proxy for a record holder, you may ask questions and vote your shares online during the live webcast. We are providingmaking this Proxy Statement and the enclosed proxy card available to our stockholders commencing on or about March 18, 2020.2021.

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:

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 Internetonline to our stockholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and our 20192020 Annual Report over the Internet atby visiting http://www.astproxyportal.com/ast/18940/. The Notice

of Internet Availability of Proxy Materials also instructs you on how you may submit your proxy over the Internet,online, or how you can request a full set of proxy materials, including a proxy card to return by mail. If

Company, LLC, Attn: Proxy Tabulation Department, 6201 15^th Avenue, Brooklyn, NY 11219. Requests for registration must be labeled as “Legal Proxy” and be received by AST no later than 5:00 p.m. Eastern Time on April 29, 2021. If your shares are held in “street name” and you do not register for the Annual Meeting, you may attend the meeting online as a guest.

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:

the live webcast, you will need 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,online, 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,online via the live webcast at the Annual Meeting, 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 none of Proposals 1 and 3 or 4 isare not considered a “routine” mattermatters for purposes of broker discretionary voting and therefore, brokers may not vote on Proposals 1 and 3 or 4 if they do not receive voting instructions from you on Proposals 1 or 3, or 4, respectively.

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$35,000 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule14a-8”) for presentation at our 20212022 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 18, 2020.2021. 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 19, 2020,2021, nor later than November 18, 2020,2021, 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,

meeting or the 10th day following the day on which the Company first publicly announces the date of the annual meeting. The notice must contain the information specified in the Bylaws regarding the stockholder giving the notice and each person whom the stockholder wishes to nominate for election as a Director. The notice must be accompanied by the written consent of each proposed nominee to serve as one of the Company’s directors, if elected.

In addition to our Bylaws, a stockholder shall also comply with all applicable requirements of state law and of the Exchange Act, and the rules and regulations thereunder. Our Bylaw provisions do not affect any right of a stockholder to request inclusion of a proposal in, or our right to omit a proposal from, our Proxy Statement pursuant to Rule14a-8 (or any successor provision).

If I share my residence with another stockholder, how many copies of the Notice of Internet Availability of Proxy Materials should I receive?

We are sending only a single Notice of Internet Availability of Proxy Materials to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family, unless we have received instructions to the contrary from any stockholder at that address. This practice is known as “householding” and is permitted by rules adopted by the SEC. This practice reduces the volume of duplicate information received at your household and helps us to reduce costs. Each stockholder will continue to receive a separate proxy card or voting instructions card. We will deliver promptly, upon written request or oral request, a separate copy of the 20192020 Annual Report or Proxy Statement, as applicable, to a stockholder at a shared address to which a single copy of the documents were previously delivered. If you received a single set of these documents for your household for this year, but you would prefer to receive your own copy, you may direct requests for separate copies in the future to the following address: City Office REIT, Inc., c/o American Stock Transfer & Trust Company, LLC, 6201 15^th Avenue, Brooklyn, NY 11219;(800) 937-5449. If you are a stockholder who receives multiple copies of our proxy materials, you may request householding by contacting us in the same manner and requesting a householding consent form.

What if I consent to have one set of materials mailed now but change my mind later?

You may withdraw your householding consent at any time by contacting AST at the address and phone number provided above. We will begin sending separate copies of stockholders communications to you within 30 days of receipt of your instructions.

a reasonable fee. You can request copies of our 20192020 Annual Report by following the instructions on the Notice of Internet Availability of Proxy Materials or by mailing a written request to:

City Office REIT, Inc.

666 Burrard Street, Suite 3210

Vancouver, BC V6C 2X8

Attention: Secretary

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 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 and John Sweet for election at the Annual Meeting for a term to expire at the annual meeting of stockholders in 20212022 and until their successors are duly 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’ six nominees.

John McLernon

Mr. McLernon, age 79,80, 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 44,45, is our Chief Executive Officer and has been a member of our Board of Directors since our IPO in April 2014. He joined Second City Real Estate in October 2009 as a Managing Director. From August 2003, priorDirector where he was responsible for launching its real estate private equity platform. Prior to joining Second City Real Estate, 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, divestituressectors and portfolio management. Prior to this, Mr. Farrar wasas 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 $2.5 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 public company, private equity, real estate and corporate finance industries.

William Flatt

Mr. Flatt, age 45,46, 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., aan 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 2224 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 45,46, has served as one of our independent directors since March 2019. She is currently Executive Vice President and General Counsel at Corus Entertainment Inc. (TSX: CJR.B), a leading media and content company that develops and delivers high quality brands and content across platforms for audiences around the world. From 2010 to 2020, Ms. Mirza was 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 hashad oversight of 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 also served as Sunwing’s General Counsel from 2010 to 2019 and began her tenure with Sunwing as Vice President in 2010 before being promoted to Executive Vice President in 2016. Ms. Mirza was key to the establishment of Sunwing’s hotel division in 2010, which now comprises over $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 over 20 years of 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 44,45, 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 focus on real estate and infrastructure. Previously, he was a Managing Partner with Brookfield Financial, a global real estate investment bank. As the head of the M&A group Mr. Murski was responsible for originating and executing mergers and acquisitions, debt and equity capital markets transactions and conducting general corporate finance advisory. While at Brookfield Financial, Mr. Murski has worked on numerous public and private mergers and acquisitions transactions involving real estate clients such as Dream International REIT, Summit Industrial Income REIT, Realex Properties Corporation, InStorage REIT, Overland Realty Inc., Lone Star, Gazit America Inc. and Atlas Cold Storage. Mr. Murski previously worked in Brookfield Asset Management Inc.’s merchant banking group investing into numerous real estate companies, prior to which he worked at Ernst & Young LLP. Since September 2020, Mr. Murski also serves as a board member of Cheniere Energy Partners, L.P. (NYSE: CQP). He previously served for seven years on the board of the Greater Toronto Chapter of NAIOP and was a founding director of Trisura Guarantee Insurance Company. Mr. Murski brings to the Board of Directors extensive executive management experience as well as acquisition and transaction experience with a wide range of real estate clients. Mr. Murski is a CA, CPA, CFA charterholder and a graduate of the Richard Ivey School of Business.

John Sweet

Mr. Sweet, age 75,76, has served as one of our independent directors since March 2017. He has over 40 years of experience in numerous financial and real estate positions with public and private companies. Most recently, fromFrom 2013 to 2016, Mr. Sweet served as founder and Chief Investment Officer of Physicians Realty Trust (NYSE: DOC), a leading healthcare real estate company that grew from approximately $125 million in real estate assets to almost $3 billion during his tenure. Prior to that endeavor, he was a Managing Director for the specialty investment firm BC Ziegler, where he sourced and managed a medical office building investment fund that became the initial portfolio for Physicians Realty Trust. Mr. Sweet alsoco-founded and played an integral role in the growth of Windrose Medical Properties Trust, a publicly traded medical office REIT that completed its initial public offering in 2002. Additionally, Mr. Sweet brings experience at the board level for public company, philanthropic and charitable organizations, including sitting on the board of Wheeler Real Estate Investment Trust, Inc. (“Wheeler REIT”) (NASDAQ: WHLR) until May 2019. In 2018, he was elected Chairman of the Board of Wheeler REIT. From January 2020 to December 2020, Mr. Sweet served as a board member and Audit Committee Chair of Live Oak Acquisition Corp, (NYSE: LOAK), a special purpose acquisition company, which was merged into Danimer Scientific Inc (NYSE: DNMR ) at the end of 2020. Mr. Sweet has a bachelor’s degree in Business Administrationbusiness administration from St. John Fisher College and an M.B.A. from Rochester Institute of Technology.

Board of Directors and Committees

Our common stock is listed on the NYSE under the symbol “CIO” and we are subject to the NYSE listing standards. We have adopted corporate governance guidelines and charters for the Audit, Compensation, Investment and Nominating and Corporate Governance Committees of the Board of Directors intended to satisfy NYSE listing standards. We have also adopted a code of business conduct and ethics for our directors and officers intended to satisfy NYSE listing standards and the definition of a “code of ethics” set forth in applicable SEC rules. Our corporate governance guidelines, code of ethics and these charters are available on our website athttp://www.cityofficereit.comwww.cioreit.com.

We operate under the direction of our Board of Directors. Our Board of Directors is responsible for the overall management and control of our affairs. Our Board of Directors, or the Investment Committee thereof, must approve all investment decisions involving the acquisitions of properties in accordance with our investment guidelines and upon recommendations made by our Management.management.

We currently have six directors, five of whom our Board of Directors has determined are independent directors under standards established by the SEC and the NYSE. Our independent directors are John McLernon, William Flatt, Sabah Mirza, Mark Murski and John Sweet. Directors are elected annually by our stockholders, and there is no limit on the number of times a director may be elected to office. Each director serves until the next annual meeting of stockholders and until his or her successor is duly elected and qualified.

Our Board of Directors has approved our objectives and strategies on investments and borrowing. The Board of Directors has delegated certain decision-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 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. 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 fiveeight meetings during 2019.2020. The number of meetings held by each committee and the Board of Directors during 20192020 is set forth below:

During fiscal year 2019,2020, all incumbent directors who served in fiscal year 20192020 attended at least 75% of the aggregate of:

Our corporate governance guidelines provide that directors are invited and encouraged to attend our annual meeting of stockholders. Each of our directors as of the 20192020 Annual Meeting attended our 20192020 Annual Meeting.

Annual Board of Directors Evaluations

Pursuant to our corporate governance guidelines and the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of the Board of Directors and each committee of the Board.Board of Directors. The evaluation process is designed to assess the overall effectiveness of the Board of Directors and its committees and to identify opportunities for improving the operations and procedures of the Board of Directors and each committee. The process is meant to solicit ideas from directors about (i) improving prioritization of issues, (ii) improving quality of management presentations, (iii) improving quality of Board of Directors or committee discussions on key matters, (iv) identifying specific issues that should be discussed in the future, and (v) identifying any other matters of importance to the functioning of the Board of Directors or committee. The annual evaluations are generally conducted in the first quarter of each calendar year and the results of the annual evaluation are reviewed and discussed by the Board.

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, 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.comwww.cioreit.com.

Compensation Committee

Our Compensation Committee consists of Mark Murski, Sabah Mirza and John Sweet, and Mark Murski serves as the chair of the Compensation Committee. Mr. Stephen Shraiberg served as a member of the Compensation Committee until his resignation as a member of our Board of Directors on February 25, 2020. Our Compensation Committee is composed only of directors who are independent in compliance with applicable SEC and NYSE rules.

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.comwww.cioreit.com.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Sabah Mirza, John McLernon and John Sweet, and Sabah Mirza 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 of Directors as a whole.whole, as referenced in the Board Diversity Policy. 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” 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.comwww.cioreit.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 of Directors 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 of Directors in its review of acquisitions and dispositions with a purchase or sales price above $100 million. The Investment Committee makes recommendations to the Board of Directors and senior management regarding potential acquisitions and dispositions and reviews due diligence reports prepared by management conducted on all

The Audit Committee has provided this report. This report shall not be deemed incorporated by reference by any general statement incorporating this proxy statementProxy 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, Sabah 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.

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, Secretary and 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.comwww.cioreit.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

Employee, Officer and Director Hedging

Effective March 9, 2017, the Company’s Board of Directors adopted a policy prohibiting hedging of the Company’s securities, including our common stock, that applies to all officers and directors of the Company and their respective families, others living in his or her household and investment vehicles over which such officer or director exercises voting or investment control (each, a “Covered Person”). The policy prohibiting hedging prohibits the purchase or sale by any Covered Persons of puts, calls, options or other derivative securities, including financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds, based on the Company’s securities. Failure to comply with the policy prohibiting hedging will be grounds for disciplinary action by the Company against the applicable officers or directors. A copy of our policy prohibiting hedging is posted on our website athttp://www.cityofficereit.comwww.cioreit.com.

Incentive Award Recoupment Policy

Effective February 25, 2020, the Company’s Board of Directors adopted the Recoupment Policy that permits the Company to recoup any cash bonus awarded and any equity-based awards granted to the Named Executive Officers pursuant to the EIP in the event that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws or as a result of certain misconduct by such Named Executive Officer during a specified look-back period. The Recoupment Policy also permits the recoupment of compensation from the Named Executive Officers under limited circumstances when misconduct by a Named Executive Officer has occurred but no restatement of financial statements is required. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Board Diversity Policy

Under the Board Diversity Policy adopted by each of our Board of Directors and the Nominating and Corporate Governance Committee in 2020, the Nominating and Corporate Governance Committee will take into account a director candidate’s business experience, knowledge, skills, viewpoints and opinions on issues important to the Company’s performance, growth and sustainability, and similar qualifications. In addition, the Nominating and Corporate Governance Committee will assess and take into account each candidate’s personal characteristics, including gender, sexual orientation, gender identity, ethnicity, race, age, religion, geographic location, nationality and other factors relevant to the Nominating and Corporate Governance Committee and the Board of Directors. The Nominating and Corporate Governance Committee may also review and assess the overall composition of candidates identified to fill open director positions on the Board of Directors, including whether the pool of candidates includes a sufficient number of diverse candidates. Additionally, the Nominating and Corporate Governance Committee, from time to time as appropriate, will review the composition of the then current Board of Directors to determine the diversity of the Board of Directors over time. A copy of the Company’s Board Diversity Policy is posted on the Company’s website at http://www.cioreit.com.

ESG Report

In 2020, the Board of Directors adopted an environmental, social and governance (“ESG”) report for fiscal year 2020. The report details the Company’s ESG mission, goals and commitments both historically and for the future. We employ a progressive mentality to consistently strive for sustainable, long term results for its stakeholders and for the environment. Our mission is to create a positive and lasting impact through sustainable business practices across our growing portfolio. We believe our core business is to create a healthy and functional environment for our tenants. To deliver these results for our company and for our stockholders, we believe it is essential to focus on the well-being of our buildings, properties, tenants, communities and employees. A copy of the Company’s 2020 ESG Report is posted on the Company’s website at http://www.cioreit.com.

Environmental

We embrace environmental stewardship in our business practices, and strive to integrate this core value into each aspect of our operations and management. In an effort to reduce our environmental footprint, we have focused on minimizing the energy, water, waste and emissions impacts of our properties. We believe transparency and accountability are another important part of environmental sustainability. As we grow our portfolio, we will continue to enhance property-level tracking systems to monitor operating efficiencies and capital expenditures made towards lowering our environmental impact and increasing sustainable building operations. For the environment and our tenants, we aim to take the following measures:

Social

We believe that corporate social responsibility goes hand-in-hand with business growth and maximizing returns for our investors. Our reputation for acting with integrity and transparency is essential to the successful execution of our business goals. We take pride in our work culture and strive to create an environment where people feel valued. The success of our efforts is demonstrated by the 100% participation in our annual Employee Satisfaction Survey, in which all employees indicated that the Company has a positive culture and that they feel valued at work. Social responsibility also furthers our mission to be an upstanding corporate citizen within the real estate community. We invest in and engage with our local communities, making charitable giving and volunteerism an important part of our culture. To maintain this level of social responsibility, we aim to undertake the following measures:

Governance

Corporate governance is a vital component of achieving our business objectives and effectively managing risk. Our experienced and majority-independent Board of Directors provides guidance and oversight with respect to, among others, ESG guidelines, operations, investments, financial reporting, strategic plans, key corporate policies and decisions and enterprise risk management. The Company promotes long-term value creation and accountability to our stakeholders. We are committed to the policies and procedures we have in place and continue to review corporate best practices on an ongoing basis. In an effort to continue serving the best interests of our stockholders, we aim to undertake the following measures:

Communications with the Board of Directors

Stockholders and other interested parties who wish to communicate with the Board of Directors or any of its committees may do so by writing to the Chairman of the Board, Board of Directors of City Office REIT, Inc., c/o Secretary, 666 Burrard Street, Suite 3210, Vancouver, BC V6C 2X8. The Secretary will review all communications received. All communications that relate to matters that are within the scope of the responsibilities of the Board of Directors and its committees are to be forwarded to the Chairman of the Board. Communications that relate to matters that are within the scope of responsibility of one of the Board committees are also to be forwarded to the chairman of the appropriate committee. Solicitations, junk mail and obviously frivolous or inappropriate communications are not to be forwarded, but will be made available to any director who wishes to review them.

CEO Pay Ratio

As required by SEC rules, we are providing the following information about the relationship between the median annual total compensation of our employees and the annual total compensation of James Farrar, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with SEC rules.

PROPOSAL NO. 2. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

On February 24, 2020,23, 2021, the Audit Committee approved appointing KPMG LLP to serve as CIO’s independent public accountants for the fiscal year ending December 31, 2020.2021. 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, 2020.2021. 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, 2020.2021.

Audit Fees

The following table presents the aggregate fees billed by KPMG LLP for each service listed below for the years ended December 31, 20192020 and December 31, 2018.2019.

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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the number and percentage owned by each person who, to the knowledge of CIO as of March 2, 2020,1, 2021, is the beneficial owner of more than 5% of the outstanding shares of our common stock. This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment 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.

The following tables set forth the number and percentage owned as of March 2, 20201, 2021 by each of our present directors, each of our present NEOs,Named Executive Officers, as defined in “Executive Compensation” below, and all of our present executive officers (whether or not deemed to be NEOs)Named Executive Officers) and directors as a group of our shares of our common stock.

This information is reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if that person has or shares voting power or investment

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 as of March 2, 2020.1, 2021.

EXECUTIVE COMPENSATION

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 2019.2020. It also describes how and why the Compensation Committee made its decisions regarding 20192020 compensation. Set forth below is information concerning our NEOs and their respective titles as of December 31, 2019:2020:

Information regarding the background of ournon-director NEOs is set forth below.

Gregory Tylee

Mr. Tylee, age 48,49, 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 $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., 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 48,49, 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. 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.

Executive Summary

Overview of 20192020 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 wasthe Company performed well in 2020 despite a very strongchallenging macro-economic environment caused by the COVID-19 pandemic. We took swift and proactive measures to optimally position the Company during the pandemic, including operating with lower leverage and higher levels of cash, shifting capital allocation away from acquisitions and toward our share repurchase program, focusing on strategic lease transactions and adjusting our dividend to a level that we believe will generate excess cash to the Company over the long term. To date, these measures have proven successful, as we have increased our earnings per share metrics over the prior year, operationally for the Company.collected over 99% of 2020 contractual base rent, executed over one million square feet of new and renewal leases and lowered our leverage metrics below our prior targets. Our chosen markets continue to be national leaders in employment and population growth, and during the yeartrends, which 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,believe will be enhanced by pandemic-related demographic shifts over time. We believe 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 SNL US REIT Office index and SNL US REITs $500M-$1B index peer sets, as further described under “2019 Total Stockholder Return” below. In addition, on a long-term basis and under the leadership of the same NEOs, our total return was 63.4% since our IPO in April 2014, which exceeded the average of the two peer sets described above by approximately 77%.

Summary of Key 20192020 Accomplishments

During 2019,2020, we achieved substantial results that contributed to the favorable increase in our overall strong relative performance of the Company, including, but not limited to:

20192020 Total Stockholder Return

The total return for our common stock in 20192020 was 42.6%-22.2%. In comparison, the SNL US REIT Office index and the SNL US REITs $500M-<$1B500M Implied Cap index generated a 27.5%-20.6% and 27.6%-47.3% total return, respectively. The Company

REIT Office index was comprised of 2223 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, 2019,2020, the SNL US REITs $500M-<$1B500M Implied Cap index was comprised of 2240 publicly traded U.S. REITs. The Compensation Committee believes that the SNL US REITs $500M-<$1B500M Implied Cap index provides an appropriate group of peer REITs similar to the Company’s size for the predominant part of 2020 and represents an appropriate basis for comparison of our total stockholder return. The Compensation Committee evaluates the Company’s performance relative to various peer indices each year and may determine, in its sole discretion, to substitute certain peer indices in any given year in order to ensure fair measurement of the Company against peers in the same industry or of a relatively similar size.

Long-Term Stockholder Return

As of December 31, 2019,2020, our long-term total stockholder return was 63.4%27.2% since the Company’s initial public offering in April 2014, (whichwhich has been during the tenure of the NEOs).NEOs. In comparison, the SNL US REIT Office index and the SNL US REITs $500M-<$1B500M Implied Cap index generated a 39.2%10.5% and 32.5%-43.2% total return, respectively. The Company exceeded the average of these two indices by approximately 77% over this timerespectively, during such period.

Compensation 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 alignsthereby better aligning their interests with those of our stockholders.

Our compensation 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“—2020 Performance Objectives”.Objectives.”

The compensation program for our executives is designed to achieve the following core objectives:

strategic plan and operating budget will position the Company for strong stockholder returns over the long-term. The targets from the strategic plan and operating budget were used to develop specific operating and financial performance targets in order to measure progress. Subsequently, the Compensation Committee approved the creation of the Performance Objectives and relative weightings, which it believed would appropriately measure progress towards the achievement of both the strategic plan and the operating budget. The Compensation Committee, at its January 22, 20192020 meeting, approved various Performance Objectives for 20192020 and the concepts are summarized below:

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.

critical to ensuring the Company’s success and also considered management’s performance with respect to these revised strategies.

20192020 Performance Evaluation

At its January 22, 202021, 2021 meeting, the Compensation Committee evaluated the Company’s actual performance against the 20192020 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.

Base Salary

Base Salariessalaries 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 Committee for atwo-year period and reviewed for adjustment every secondother year and set to a level that the Compensation Committee believes is necessary and appropriate to attract and retain high-quality professionals; however, ourthe Compensation Committee reviews base salaries paid by our peer groupgroups on an annual basis to determine if adjustments should be made more frequently. Under guidelines established by our Compensation Committee, the target for Base Salariesbase salaries for our NEOs is intended to be generally below the comparable peer groups’ average of our SNL US REIT Office index and US REITs under $1.5B$1.5 billion 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 Agreements (collectively, the “Original Employment Agreements”) with each of our NEOs. On July 31, 2019, we, through 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 2019,2020, the Compensation Committee recommended and the Board of Directors approved the following Base Salary compensation for our NEOs:

The Compensation Committee considered the Company’s actual performance for 20192020 against the 20192020 Performance Objectives, and took into account special consideration foras well as the $2.6 million of income recognized from monetizing avalue-add building purchase contract during the year, which was outsideexecution of the 2019 Performance Objectives.Company’s revised COVID-related business strategy implemented in March 2020. Based on those considerations, the Compensation Committee made the following annual cash incentive compensation recommendations for 20192020 performance, which were subsequently approved by the Company’s Board of Directors on January 27, 2020.25, 2021 and paid to the NEOs in January 2021.

Long-Term Equity Incentive Compensation

Our NEOs are eligible to receive long-term equity incentive compensation under the Company’s Equity Incentive Plan (the “EIP”) that promotes our long-term success by aligning the NEOsNEOs’ interests with the interests of our stockholders. The long-term equity incentive compensation plan providesEIP enables the Company to provide the NEOs with an ownership interest in our company through restricted stock units and performance restricted stock units. Such compensation is typically granted during the first quarter of each year relating to the prior year’s performance.

The Compensation Committee may, from time to time pursuant to the EIP, grant our NEOs certain equity-based awards. These awards are designed to align the interests of our NEOs with those of our stockholders by allowing our NEOs to share in the creation of value for our stockholders through capital appreciation and dividends. These equity awards are generally subject to vesting requirements, and are designed to promote the retention of management and to achieve strong performance for our company. Our NEOs and independent directors are subject to certain stock ownership guidelines and our NEOs are subject to an additional requirement to hold an amount of our common stock having an aggregate value of at least a certain multiple of the NEO’s annual base salary. For more information on our stock ownership guidelines, see the discussion elsewhere in this Proxy Statement under the heading “—Stock Ownership Guidelines.”

REIT regulations require us to pay at least 90% of our REIT taxable income to stockholders as dividends. As a result, we believe that our common stockholders are interested in receiving attractive risk-adjusted dividends and the growth of our market capitalization. Accordingly, we want to provide incentives to our NEOs that reward success in achieving these goals. We believe that equity-based awards serve to align the interests of our NEOs with the interests of our stockholders since the value our NEOs receive from these awards is largely dependent on 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 NEOs to implement strategies that will enhance our overall performance.

Long-Term Equity Incentive Compensation Objectives

The issuance of restricted stock units isand performance restricted stock units are an important motivational and retention tool that serves to drive performance and deter our NEOs from seeking other employment opportunities. We also believe that it creates a good long-term alignment between our NEOs and stockholders. We utilize both time-based restricted stock units that vests ratably on an annual basis over a three-year term.term, as well as performance restricted stock units that cliff vest after three years with payouts ranging from 50% to 150% depending on relative total shareholder return versus the SNL US REIT Office index, as described further below. If an NEO leaves the employment of the Company, generally unvested

The Compensation Committee also designsdesigned the long-term incentive awards to ensure that our NEOs have a continuing stake in our long-term success, that the total compensation realized by our NEOs 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.

Our overall approach for setting the level of long-term equity incentive compensation is to 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 NEOs is intended to represent market level remuneration, adjusted up or down based on performance. When considering market remuneration, our Compensation Committee evaluates remuneration levels of our publicly traded REIT peer set and considers our relative size versus the comparison peer group.groups. As we intentionally set Base Salariesbase salaries generally below the average of our peer group,groups, the long-term equity incentive compensation component is intended to comprise a material portion of total remuneration if strong performance is achieved by the NEOs.

Grants of Equity CompensationTime Vesting Restricted Stock Units to our NEOs in 20192020

During the fiscal year ended December 31, 2019,2020, pursuant to the applicable restricted stock unit award agreements and under our EIP, we issued 50,00040,000 restricted stock units to Mr. Farrar, 50,00040,000 restricted stock units to Mr. Tylee and 25,00017,500 restricted stock units to Mr. Maretic. These restricted stock unit award agreements were approved by the Company’s Board of Directors, as recommended by the Compensation Committee, on January 25, 2019,27, 2020, pursuant to the EIP. The awards were made pursuant to restricted stock unit award agreements between the Company and each of its NEOs,the award recipients, subject to vesting over a three-year period. These restricted stock units vest in three equal installments on each of the first three anniversaries of the grant date and shall vest in full upon the termination of employment without Cause (as defined in the form of award agreement). If earned, these restricted stock units will be settled in the form of shares of our common stock, pursuant to the EIP, or if approved by the Compensation Committee, in cash of equivalent value. Restricted stock units do not entitle the recipient to the rights of a holder of common stock until shares are issued inupon settlement of the vested units. The restricted stock units carry the right to receive dividends pursuant to the restricted stock unit award agreements, which will be reinvested in shares of our common stock and delivered to the applicable NEOrecipient upon, and subject to, satisfaction of the vesting criteria applicable to the related restricted stock units. In connection with the declaration of dividends of $0.235 per share on December 21, 2018,13, 2019, of $0.235$0.15 on March 15, 2019,25, 2020, of $0.235$0.15 per share on June 14, 2019,12, 2020, and of $0.235$0.15 per share on September 16, 2019,15, 2020, Mr. Farrar was granted an additional 10,668aggregate 7,999 restricted stock units, Mr. Tylee was granted an additional 10,668aggregate 7,999 restricted stock units and Mr. Maretic was granted an additional 4,702aggregate 4,135 restricted stock units. These additional restricted stock units vest in accordance with the same vesting schedule, and upon the same conditions, as the underlying restricted stock units as to which the dividend equivalent rights were granted with respect to (generally vesting on the first three annual anniversaries of the original grant date). Future awards will be at the discretion of our Compensation Committee.

The Time Vesting Restricted Stock Unit component of the long-term equity incentive compensation that was issued in January 20192020 for each of the NEOs for calendar year 20182019 performance is listed below.

New FormGrants of Performance Restricted Stock Unit Award AgreementUnits to our NEOs in 2020

On January 27, 2020, each of the Board of Directors and the Compensation Committee approved a new form of performance-based restricted unit award agreement (the “Performance RSU Award Agreement”) that will beis used to grant performance-based restricted stock unit awards (“Performance RSU Awards”) pursuant to the EIP. The Performance RSU Awards are based upon the total stockholder return (“TSR”) of our common stock over a three-year measurement period (the “Performance RSU Measurement Period”) beginning January 1, 2020 and 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”Groups”). 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 GroupGroups would result in a 50% payout; TSR at the 50th percentile of the 2020 RSU Peer GroupGroups would result in a 100% payout; and TSR at or above the 75th percentile of the 2020 RSU Peer GroupGroups 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 Performance RSU Measurement Period, provided that the awardee remains continuously employed with the Company through the end of the applicable Performance RSU 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 applicable Performance RSU Measurement Period, and the Performance 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 Compensation Committee, in cash of equivalent value. Performance RSU Awards do not entitle the recipient to the rights of a holder of our common stock until shares are issued in settlement of the vested Performance RSU Awards. The Compensation Committee retains the discretion to remove or make adjustments to performance goals and vesting conditions under the Performance RSU Awards.

Upon satisfaction of the vesting conditions, dividend equivalents in an amount equal to all regular and special dividends declared with respect to our common stock during each annual measurement period during the applicable Performance RSU Measurement Period are determined and paid on a cumulative, reinvested basis over the term of the applicable Performance RSU Award, at the time such award vests and based on the number of shares of our common stock that are earned. For example, if at the time of vesting TSR of the our common stock is at the 50th percentile of the 2020 RSU Peer Group,groups, the payout of 100% of the Performance RSU Award would include dividend equivalents on all of the shares of our common stock paid out on a reinvested basis over the applicable Performance RSU Measurement Period. Dividend equivalents are not paid on

The following Performance RSU Awards priorwere issued to full vesting.our NEOs in 2020:

Grants of Equity Compensation to our NEOsYear-to-Date in 20202021

As detailed above, our long-term equity incentive compensation is typically granted during the first quarter of each year relating to the prior year’s performance. After consideration of the Company’s actual performance against the 20192020 Performance Objectives, the total remuneration of the NEOs versus the Company’s peer sets, and overall performance, the Compensation Committee and Board of Directors approved and issued the following restricted stock units and Performance RSUs to our NEOs on January 27, 2020,25, 2021, which will be reflected in the 20202021 total compensation table:

each of our NEOs to achieve ownership of our common stock having an aggregate value of a certain multiple of the executive’s annual base salary. Such multiples are as follows:

Summary Compensation Table

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

Grant of Plan-Based Awards

The following table sets forth certain information regarding the grants of plan-based awards to our NEOs under the EIP during the fiscal year ended December 31, 2019.2020.

Potential Payments Upon Termination or Change in Control

Termination Without Cause, Resignation With Good Reason

Pursuant to sucheach NEO’s employment agreement with us, if the NEO’s employment is terminated by the Company without cause or by the NEO upon a resignation with good reason, subject to the execution 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 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

disability which cannot be reasonably accommodated or otherwise voluntarily terminates his employment (other than for good reason), the NEO shall be entitled to receive, and the Company shall pay or provide the NEO, any annual base salary, annual cash bonus or other benefit accrued through, but unpaid as of, the date of termination, but the NEO 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, 2019,2020, assuming the NEOsNEOs’ employment agreements were in place as of such date: