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): February 26, 2020

City Office REIT, Inc.

(Exact Name of Registrant as Specified in Its Charter)

(604) 806-3366

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Item 2.02    Results of Operations and Financial Condition.

City Office REIT, Inc. (the “Company”) issued a press release on February 26, 2020 announcing its financial results for the fiscal year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities under that Section. Furthermore, the information in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 furnished pursuant to Item 9.01, shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended.

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.

Effective February 25, 2020, Stephen Shraiberg resigned from his position as a member of the Board of Directors (the “Board”) of the Company and all committees thereof. Mr. Shraiberg’s resignation did not involve any disagreement with the Company on any matter relating to the Company’s operations, policies, practices or otherwise.

In connection with Mr. Shraiberg’s resignation from the Board and in recognition of his efforts and contributions to the Company, the Board on February 25, 2020 approved the accelerated vesting of 11,964 restricted stock units previously granted to Mr. Shraiberg.

Effective February 25, 2020, the Board appointed Sabah Mirza as Chairman of the Nominating and Corporate Governance Committee of the Board and a member of the Compensation Committee, and John Sweet as a member of the Compensation Committee of the Board.

Item 9.01    Financial Statements and Exhibits.

SIGNATURES

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