UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2017

Terreno Realty Corporation

(Exact name of registrant as specified in its charter)

101 Montgomery Street, Suite 200

San Francisco, CA 94104

(Address of principal executive offices) (Zip Code)

(415) 655-4580

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Amendment to Amended and Restated Bylaws

As previously disclosed, on February 7, 2017, the Board of Directors (the “Board”) of Terreno Realty Corporation (the “Company”) adopted a First Amendment (the “Amendment”) to the Amended and Restated Bylaws of the Company (the “Bylaws”). The Amendment provides that stockholders, subject to certain requirements, may amend the Bylaws by the affirmative vote of a majority of votes cast on the matter by the holders of the issued and outstanding shares of common stock of the Company. As disclosed below, the Amendment was approved by the Company’s stockholders at the Company’s annual meeting of stockholders in San Francisco, California (the “Annual Meeting”) on May 2, 2017.

The foregoing summary of the Amendment is qualified in its entirety by reference to the text of the Amendment, which was filed as Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on February 9, 2017 and incorporated herein by reference.

On May 2, 2017, the Company held its annual Annual Meeting in San Francisco, California. As of the record date, there were a total of 47,895,064 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The following is a brief description of each matter voted upon at the Annual Meeting and a statement of the number of votes cast for, against or withheld and the number of abstentions and broker non-votes with respect to each matter, as applicable.

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

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

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Based on the votes set forth above, the Company’s stockholders approved, on a non-binding, advisory basis, a frequency of every year for holding future non-binding, advisory votes on the compensation of the Company’s named executive officers. After taking into consideration the foregoing voting results and the prior recommendation of the Board in favor of an annual advisory shareholder vote on the compensation of the Company’s named executive officers, the Board intends to hold future non-binding advisory votes on the compensation of the Company’s named executive officers every year.

Based on the votes set forth above, the Amendment to our bylaws to permit our stockholders to amend our bylaws was approved by the Company’s stockholders.

Based on the votes set forth above, the appointment of Ernst & Young LLP as the independent registered certified public accounting firm of the Company to serve for the fiscal year ending December 31, 2017 was duly ratified by the Company’s stockholders.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT INDEX

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