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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

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:

PARKWAY, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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San Felipe Plaza

5847 San Felipe Street, Suite 2200

Houston, Texas 77057

www.pky.com

April 5, 2017

You are cordially invited to the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Parkway, Inc. (the “Company”) to be held on May 23, 2017, at 2:00 p.m. Central Time, at 5847 San Felipe Street, Houston, Texas 77057. The Annual Meeting will be the first meeting of our stockholders since the Company became an independent, publicly traded company in October 2016.

At the Annual Meeting, stockholders will be asked to (i) elect seven directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified, (ii) approve the Parkway, Inc. 2017 Employee Stock Purchase Plan, (iii) approve the material terms for payment of performance-based compensation under the Parkway, Inc. and Parkway Operating Partnership LP 2016 Omnibus Equity Incentive Plan for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, (iv) cast an advisory vote to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2017 fiscal year, and (v) transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The accompanying “Notice of Annual Meeting of Stockholders to be Held on May 23, 2017” describes these matters.

We appreciate and encourage your participation in the Annual Meeting. In accordance with the Securities and Exchange Commission’s “notice and access” rules, our Proxy Statement and 2016 Annual Report to Stockholders are available online at www.proxydocs.com/PKY. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares by submitting your proxy. If you attend the Annual Meeting, you may withdraw your proxy and vote in person if you so choose.

We look forward to seeing you at the Annual Meeting.

James R. Heistand
President and Chief Executive Officer

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PARKWAY, INC.

San Felipe Plaza

5847 San Felipe Street, Suite 2200

Houston, Texas 77057

www.pky.com

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 2017

Parkway, Inc. (the “Company” or “we”) will hold the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2017, at 2:00 p.m. Central Time, at 5847 San Felipe Street, Houston, Texas 77057. At the Annual Meeting, stockholders will be asked to:

Record holders of our common stock and limited voting stock at the close of business on March 24, 2017 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

We have elected to provide access to our proxy materials on the Internet under the Securities and Exchange Commission’s “notice and access” rules that allow companies to furnish proxy materials to their stockholders electronically. Accordingly, our Proxy Statement and 2016 Annual Report to Stockholders are available online at www.proxydocs.com/PKY. We believe these rules allow us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.

BY ORDER OF THE BOARD OF DIRECTORS:

A. Noni Holmes-Kidd

Vice President, General Counsel and Secretary

Dated: April 5, 2017

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About the Annual Meeting

What is the purpose of the Annual Meeting?

At the Annual Meeting, stockholders will be asked to:

The Board of Directors recommends that you vote “FOR” each of the nominees to the Board of Directors, “FOR” approval of the 2017 Employee Stock Purchase Plan, “FOR” approval of the material terms for payment of performance-based compensation under the 2016 Omnibus Equity Incentive Plan for purposes of Section 162(m), and “FOR” ratification of Ernst  & Young LLP as our independent registered public accounting firm for the 2017 fiscal year.

Who is entitled to vote?

The record holders of each of the 49,195,214 shares of our common stock, par value $0.001 per share (“Common Stock”), outstanding at the close of business on March 24, 2017 are entitled to vote at the Annual Meeting. The holders of Common Stock are entitled to one vote for each share of Common Stock on each matter submitted to a vote at the Annual Meeting of stockholders.

In addition, the record holders of each of the 858,417 shares of our limited voting stock, par value $0.001 per share (“Limited Voting Stock”), outstanding at the close of business on March 24, 2017 are entitled to vote only on the election of directors at the Annual Meeting. The holders of Limited Voting Stock are entitled to one vote for each share of Limited Voting Stock and vote together with the holders of Common Stock, as a single class.

Why didn’t I automatically receive a paper copy of the Proxy Statement, Proxy Card and Annual Report?

The Securities and Exchange Commission (“SEC”) rules allow proxy materials to be furnished to stockholders electronically. In an effort to lower the costs of delivery of proxy materials, as well as to reduce our use of paper, we have elected to take advantage of these rules by only mailing materials to those stockholders who specifically request a paper copy. On or around April 5, 2017, all stockholders were mailed a Notice Regarding the Availability of Proxy Materials that contained an overview of the proxy materials and explained several methods by which stockholders could view the proxy materials online or request to receive a copy of proxy materials via regular mail or e-mail. There is no charge for requesting a copy.

How can I receive electronic access to the proxy materials?

The Notice Regarding the Availability of Proxy Materials includes a website address that provides you with instructions on how to view the proxy materials on the Internet and enables you to notify us to send future proxy materials to you via electronic mail.

Choosing to receive future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

Can I find additional information on the Company’s website?

Yes. Our website is www.pky.com. Although the information contained on our website is not part of this Proxy Statement, you can view additional information on the website, such as our Code of Business Conduct and Ethics, Corporate Governance Guidelines,

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charters of the committees of our Board of Directors (the “Board of Directors”) and our SEC filings. A copy of our Code of Business Conduct and Ethics, Corporate Governance Guidelines and each of the charters of the committees of the Board of Directors also may be obtained free of charge by writing to Parkway, Inc., One Orlando Centre, 800 North Magnolia Avenue, Suite 1625, Orlando, Florida 32803, Attention: Investor Relations.

How do I vote?

Voting in Person at the Annual Meeting. If you are a stockholder of record, you may vote in person at the Annual Meeting. If your shares of Common Stock or Limited Voting Stock are held in street name and you wish to vote in person at the Annual Meeting, you will need to obtain a “legal proxy” from the broker, bank or other nominee that holds your shares of Common Stock or Limited Voting Stock of record.

Voting by Proxy for Record Holders. If you hold your shares of Common Stock or Limited Voting Stock in your own name as a holder of record with our transfer agent, American Stock Transfer & Trust Company, LLC, you may instruct the proxy holders named in the proxy card how to vote your shares of Common Stock or Limited Voting Stock in one of the following ways:

Voting by Proxy for Street Name Holders. If your shares of Common Stock or Limited Voting Stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted.

Regardless of how you choose to vote, your vote is important, and we encourage you to vote promptly.

What happens if I return my proxy card without voting on all proposals?

When you return a properly executed proxy card, we will vote the shares that the proxy card represents in accordance with your directions. If you return the signed proxy card with no direction on a proposal, we will vote your proxy:

If the proxy is submitted and voting instructions are made for some, but not all, of the proposals, as to matters in which instructions are given, the proxy will be voted in accordance with those instructions, and for all other proposals, the proxy will be voted as described in the prior sentence.

If your shares of Common Stock are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, under applicable rules of the New York Stock Exchange (the “NYSE”) (the exchange on which our Common Stock is traded), the brokers will vote your shares according to the specific instructions they receive from you. If a broker that holds Common Stock for a beneficial owner does not receive voting instructions from that owner at least 10 days prior to the Annual Meeting, the broker may vote on the proposal only if it is considered a “routine” matter under the NYSE’s rules. On non-routine matters, nominees do not have discretionary voting power and cannot vote without instructions from the beneficial owners, resulting in a so-called “broker non-vote.” Pursuant to the rules of the NYSE, the election of directors, the approval of the 2017 Employee Stock Purchase Plan, and the approval of the material terms for payment of performance-based compensation under the 2016 Omnibus Equity Incentive Plan for purposes of Section 162(m) are “non-routine” matters, and a brokerage firm may not vote without instructions from its client on these matters, resulting in a broker non-vote. In contrast, the advisory vote to ratify the appointment of an independent registered public accounting firm is considered a “routine” matter under NYSE’s rules, which means that a broker has discretionary voting authority to the extent it has not received voting instructions from its client on the matter.

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Will any other matters be voted on at the Annual Meeting?

We do not expect any other matters to be considered at the Annual Meeting. However, if a matter not listed on the proxy card is legally and properly brought before the Annual Meeting, the proxies will vote on the matter in accordance with their judgment of what is in our best interests. Under our Bylaws and SEC rules, because the Annual Meeting is our first annual meeting of stockholders, stockholder proposals must have been received a reasonable time before we began to print and send these proxy materials to be considered at the Annual Meeting. To date, we have received no stockholder proposals.

What constitutes a quorum for the Annual Meeting?

In order to conduct the Annual Meeting, the presence, in person or by properly executed proxy, of the holders of shares of Common Stock and Limited Voting Stock entitled to cast a majority (i.e., greater than 50%) of all the votes entitled to be cast at the Annual Meeting is necessary to constitute a quorum. Shares of Common Stock and Limited Voting Stock represented by a properly signed, dated and returned proxy card, or proxies submitted by telephone or online, including abstentions and broker non-votes, will be treated as present at the Annual Meeting for purposes of determining a quorum.

How many votes are required for each proposal to pass?

How are abstentions and broker non-votes counted?

For Proposals 1, 3 and 4, abstentions and broker non-votes (shares held by a broker, bank or nominee that are represented at the Annual Meeting, but with respect to which the broker, bank or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), if any, will not be counted as votes cast and will have no effect on the result of the vote. For Proposal 2, abstentions will be counted as votes cast and will have the same effect as votes cast against the proposal, while other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result on the vote. Both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

Can I change my vote after I have voted?

You can revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You can do this by:

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How do I submit a proposal for the 2018 Annual Meeting?

If you are a qualified stockholder and you wish to have a proposal considered for inclusion in our proxy statement for the 2018 Annual Meeting of Stockholders, you must submit the proposal in writing to our Secretary at One Orlando Centre, 800 North Magnolia Avenue, Suite 1625, Orlando, Florida 32803 so that we receive the proposal not later than 5:00 p.m. Eastern Time on December 6, 2017 and not earlier than November 6, 2017.

If the proposal is not intended to be included in our proxy statement and you are a qualified stockholder intending to introduce a proposal or nominate a director at the 2018 Annual Meeting of Stockholders, you should give written notice to our Secretary not later than 5:00 p.m. Eastern Time on December 6, 2017 and not earlier than November 6, 2017.

Stockholders also are advised to review our Bylaws, which contain additional advance notice requirements, including requirements with respect to advance notice of stockholder proposals and director nominations.

Who is soliciting the proxy and who pays the costs?

The enclosed proxy for the Annual Meeting is being solicited by the Board of Directors. The cost of soliciting the proxies on the enclosed form will be paid by us. In addition to the use of the mail, proxies may be solicited by the directors and their agents (who will receive no additional compensation for those services) by means of personal interview, telephone, facsimile, e-mail or other electronic means, and it is anticipated that banks, brokerage houses and other institutions, nominees or fiduciaries will be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies. We may, upon request, reimburse banks, brokerage houses and other institutions, nominees and fiduciaries for their expenses in forwarding proxy material to their principals.

What happens if the Annual Meeting is postponed or adjourned?

If the Annual Meeting is postponed or adjourned due to a lack of a quorum or to solicit additional proxies, we intend to reconvene the Annual Meeting as soon as reasonably practical, and in any event within 120 days of the record date. Your proxy will still be effective and may be voted at the rescheduled or adjourned Annual Meeting, and you will still be able to change or revoke your proxy until it is voted at the rescheduled or adjourned Annual Meeting, if such Annual Meeting occurs within 120 days of the record date.

Whom should I call if I have questions or need assistance voting my shares?

Please call A. Noni Holmes-Kidd, Vice President, General Counsel and Secretary, at (407) 650-0593 if you have any questions or require assistance in connection with voting your shares.

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Our Company

We are an independent, publicly traded, self-managed real estate investment trust (“REIT”) that owns and operates high-quality office properties located in attractive submarkets in Houston, Texas. We operate our business through Parkway Operating Partnership LP, our operating partnership (“Operating Partnership”). Our portfolio consists of five Class A assets comprising 19 buildings and totaling approximately 8.7 million rentable square feet in the Greenway, Galleria and Westchase submarkets of Houston, providing geographic focus and significant operational scale and efficiencies. Our portfolio is occupied by a diversified customer base with strong credit profiles and limited near-term lease expirations. We believe that the creation of a geographically focused REIT with a strong balance sheet and targeted internal value-creation opportunities will generate attractive risk-adjusted returns for our stockholders while providing a platform for external growth opportunities over the longer term.

Our mission is to own and operate high-quality office properties located in attractive submarkets in Houston, with a primary focus on unlocking value within our existing portfolio through implementing active and creative leasing strategies, leveraging our scale to increase pricing power in lease and vendor negotiations and targeting redevelopment and asset repositioning opportunities. We plan to maintain a conservative balance sheet with low leverage and ample liquidity, which we expect will allow us to access multiple sources of capital. We believe that this strategy will support both our internal growth initiatives and our patient and disciplined approach to pursuing new investment opportunities at the appropriate time. We believe this strategy, combined with our highly experienced management team that has a successful history of operating a publicly traded REIT, significant expertise in the Houston, Texas office sector and extensive relationships with industry participants, positions us for long-term internal and external growth.

We were spun-off from Cousins the day following the merger on October 6, 2016 of Parkway Properties, Inc. (“Legacy Parkway”) with and into Clinic Sub Inc., a wholly owned subsidiary of Cousins. We were incorporated as a Maryland corporation on June 3, 2016 to hold the combined Houston businesses of Cousins and Legacy Parkway, as well as Legacy Parkway’s fee-based real estate services (together with the Houston real properties, the “Houston Business”). Immediately following the merger but prior to the spin-off, Cousins and Legacy Parkway completed a series of separation and reorganization transactions in which they separated the Houston Business from the remainder of the combined businesses and contributed the Houston Business to us. On October 7, 2016, Cousins completed the spin-off of our company by distributing all of our outstanding shares of Common Stock and Limited Voting Stock to the holders of Cousins’ common stock and limited voting preferred stock (including Legacy Parkway common stockholders and limited voting stockholders), respectively, as of the record date, October 6, 2016. Our Common Stock is listed on the NYSE under the symbol “PKY” and began regular-way trading on October 7, 2016.

Greenway Joint Venture

On February 17, 2017, we announced that we, through our Operating Partnership and certain other subsidiaries, have entered into an Omnibus Contribution and Partial Interest Assignment Agreement (the “Contribution Agreement”) with an affiliate of the Canada Pension Plan Investment Board (“CPPIB”) and an entity controlled by TH Real Estate Global Asset Management and Silverpeak Real Estate Partners (“TIAA/SP”). Pursuant to the Contribution Agreement, we have agreed to sell to these investors, indirectly through a new joint venture, an aggregate 49% interest in our Greenway Plaza and Phoenix Tower properties (together, the “Greenway Properties”). The new joint venture is expected be owned 51% by us and 24.5% by each of CPPIB and TIAA/SP. We, through a subsidiary, will serve as general partner for the new joint venture, and we also will serve as property manager, leasing agent and construction manager. It is expected that the joint venture and certain of its subsidiaries will enter into new mortgage financing secured by Greenway Plaza. We will use a portion of the proceeds of the new mortgage financing and the purchase price received from the investors, in each case net of required reserves, to repay all amounts outstanding under our current credit facility, dated October 6, 2016, by and among us, the Operating Partnership, Bank of America, N.A. and certain other parties, and to fund a credit to the joint venture with respect to certain outstanding contractual lease obligations and in-process capital expenditures. Closing under the Contribution Agreement is expected to occur during the second quarter of 2017, subject to extension to an outside date of May 31, 2017, which may be further extended to June 21, 2017 in certain circumstances.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the JOBS Act. Therefore, we are eligible for certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These exemptions include reduced disclosure obligations regarding executive compensation in proxy statements and no requirement to conduct “say-on-pay” votes.

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We will remain an emerging growth company until the earliest to occur of (i) the last day of the fiscal year during which our total annual revenue equals or exceeds $1 billion (subject to adjustment for inflation), (ii) the last day of the fiscal year following the fifth anniversary of our spin-off from Cousins, (iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Proposals to be Voted on

Proposal 1—Election of Directors

Our Board of Directors has seven members, including: (i) three directors, Messrs. James H. Hance, Jr., Craig B. Jones, and R. Dary Stone designated by the Cousins board of directors pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 28, 2016, by and among Legacy Parkway, Parkway Properties LP (“Parkway LP”), Cousins and Clinic Sub Inc.; (ii) two directors who were members of the Legacy Parkway board of directors prior to its merger with Cousins (and not representatives of the TPG Parties (as defined below)), one of whom is Mr. James A. Thomas, Legacy Parkway’s previous chairman of the board of directors, serving as Chairman of our Board of Directors, and the other of whom is Mr. James R. Heistand; and (iii) two directors, Messrs. Avi Banyasz and Frank J. “Tripp” Johnson, III, designated by TPG VI Pantera Holdings, L.P. (“TPG Pantera”) pursuant to the Stockholders Agreement, dated as of October 7, 2016 (the “Stockholders Agreement”), by and among the Company, TPG Pantera and TPG VI Management, LLC (“TPG Management,” and together with TPG Pantera, the “TPG Parties”).

In accordance with our Bylaws, the Board of Directors has by resolution fixed the number of directors to be elected at the Annual Meeting to seven directors. All seven positions on the Board of Directors are to be filled by the vote of the stockholders at the Annual Meeting. Each person so elected shall serve until the next annual meeting of stockholders and until his or her successor is elected and qualified.

The nominees for director are:

All nominees were elected prior to the spin-off in 2016 and are currently serving as our directors. Unless instructed otherwise, proxies will be voted FOR the director nominees listed above.

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Set forth below is information regarding each director nominee’s principal occupation, tenure with the Company, business experience, other director positions currently held or held at any time during the past five years, and the specific experience, qualifications, attributes or skills that led to the conclusion by the Board of Directors that such person should serve as one of our directors.

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Vote Required and Recommendation

Pursuant to our Bylaws, each nominee will be elected as a director if the votes cast for the nominee exceed the number of votes cast against the nominee, assuming that a quorum is present. Stockholders may vote for as many individuals as there are directors to be elected and for whose election the share is entitled to vote. Stockholders may not cumulate their votes. Both holders of our Common Stock and holders of our Limited Voting Stock are entitled to vote in the election of directors. Abstentions and broker non-votes (shares held by a broker, bank or nominee that are represented at the Annual Meeting, but with respect to which the broker, bank or nominee is not instructed by the beneficial owner of such shares to vote on the particular proposal), if any, will not be counted as votes cast and will have no effect on the result of the vote. Both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” ALL SEVEN NOMINEES.

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Proposal 2 — Approval of the 2017 Employee Stock Purchase Plan

At the Annual Meeting, the stockholders will be asked to approve the Parkway, Inc. 2017 Employee Stock Purchase Plan, which is attached as Appendix A. Upon recommendation of the Compensation Committee, on February 28, 2017, the Board of Directors adopted the 2017 Employee Stock Purchase Plan, subject to the approval of the stockholders at the Annual Meeting.

The following is a summary of this Proposal 2 and the 2017 Employee Stock Purchase Plan. We have structured it in a question and answer format for ease of reading.

Why does the Company want to adopt the 2017 Employee Stock Purchase Plan?

We wish to provide eligible employees and directors with an opportunity to invest in the Company on a systematic basis at a discount. We believe that the 2017 Employee Stock Purchase Plan is a powerful incentive and retention tool that mutually benefits us and the participants by providing eligible employees and directors with a convenient means of acquiring an equity interest in the Company through payroll deductions (or elective contributions), incentivizing them to acquire such interest, aligning the interests of participating employees and directors with the interests of our stockholders, and encouraging the participating employees and directors to operate and manage our business in a manner that will provide for our long-term growth.

Who is eligible to participate in the 2017 Employee Stock Purchase Plan?

Any employee of the Company or any of its participating subsidiaries who is scheduled to work at least 20 hours per week and any non-employee director who is a member of the Board of Directors may participate in the 2017 Employee Stock Purchase Plan. However, an employee or director who otherwise owns 5% or more of our stock at any time during a purchase period will not be eligible to participate. In addition, a participant must be an eligible employee or an eligible director on the last trading day of the applicable purchase period to purchase shares in that purchase period. As of March 24, 2017, there were approximately 151 employees and six non-employee directors who would be eligible to participate in the 2017 Employee Stock Purchase Plan.

How does the 2017 Employee Stock Purchase Plan work?

During each purchase period under the 2017 Employee Stock Purchase Plan, a participant may purchase whole shares of Common Stock with amounts the participant deposits under the 2017 Employee Stock Purchase Plan during that purchase period. Amounts representing the purchase price for fractional shares will either be refunded to the participant or, with the participant’s consent, carried over in the participant’s account to the next purchase period.

Participants elect the amount of payments they will make for a purchase period. Participants may make payments by depositing cash with the Company or through payroll withholding by authorizing us to deduct a specified amount from their pay.

Participants may, at any time before the last trading day of a purchase period, withdraw (without interest) all or any of the amounts credited to their account. Participants may amend or revoke their payment election during a purchase period to reduce or stop their payments. On the last trading day of each purchase period, the amounts accumulated for a participant are automatically applied to the purchase of Common Stock. The purchase price of a share of Common Stock under the 2017 Employee Stock Purchase Plan is equal to 85% of the average of the fair market value of a share of Common Stock on the last five trading days of the purchase period. The average fair market value of a share of Common Stock over the five trading days ended March 24, 2017, measured based on the closing prices on the NYSE, was $19.08.

Since participation in the 2017 Employee Stock Purchase Plan is voluntary, and we are unable to predict the future value of our Common Stock, we cannot determine with certainty the benefits or the amounts that will be received in the future by any participant under the plan.

How long are the purchase periods under the 2017 Employee Stock Purchase Plan?

There will be four purchase periods in each year: one beginning on June 1 and ending on the following August 31, one beginning on September 1 and ending on the following November 30, one beginning on December 1 and ending the following February 28 (or February 29, if applicable), and the final one beginning on March 1 and ending on the following May 31. Assuming the 2017 Employee Stock Purchase Plan is approved, the first purchase period will begin on June 1, 2017 and end on August 31, 2017. However, the Compensation Committee, in its discretion, may alter the duration of the purchase periods as well as set beginning and ending dates different from those described above.

Are there any limits as to how many shares a participant may purchase under the 2017 Employee Stock Purchase Plan during any calendar year?

Yes. The 2017 Employee Stock Purchase Plan limits the Common Stock a participant may purchase in a calendar year with an aggregate purchase price of $25,000, determined as of the purchase date.

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Is there a minimum amount required to participate in the 2017 Employee Stock Purchase Plan?

There is currently no minimum payment required to participate in the 2017 Employee Stock Purchase Plan. However, the Compensation Committee may establish a minimum payment a participant must make for purchases for each purchase period.

How long must a participant hold shares purchased under the 2017 Employee Stock Purchase Plan?

A participant may not sell or dispose of shares purchased under the 2017 Employee Stock Purchase Plan for a period set by the Compensation Committee of six or more months after purchase, provided that the holding period ends automatically on the termination of a participant’s employment. We will deposit the shares purchased by a participant into a brokerage account or with our transfer agent, where the shares will remain on deposit for the balance of the holding period.

What are the tax consequences of participating in the 2017 Employee Stock Purchase Plan?

This discussion gives only an overview of the current federal income tax consequences of participation in the 2017 Employee Stock Purchase Plan. The consequences for individuals may vary, and federal income tax laws and regulations change frequently. Participants should look to their own tax counsel for advice regarding federal income tax treatment, state or local income tax treatment, and other tax treatment under the 2017 Employee Stock Purchase Plan.

Payments withheld from a participant’s pay under the 2017 Employee Stock Purchase Plan will be taxable ordinary income to the participant and will be included in gross income for federal income and payroll tax purposes in the year in which such amount would otherwise have been paid to the participant.

Upon the purchase of shares under the 2017 Employee Stock Purchase Plan (on the last trading day of a purchase period), a participant will recognize ordinary income in an amount equal to the excess of the fair market value of the shares on the date of purchase over the purchase price. The ordinary income recognized is added to the participant’s basis in the shares. Upon the participant’s sale or disposition of shares purchased under the 2017 Employee Stock Purchase Plan, any gain realized will be taxed as capital gain and any loss realized will be a capital loss. The participant’s basis for calculating gain or loss will be the purchase price for the shares plus any ordinary income recognized on the purchase. Whether the capital gain or loss will be long-term or short-term will depend on how long the participant holds the shares.

We will be entitled, with respect to the purchase of the shares under the 2017 Employee Stock Purchase Plan, to an income tax deduction in an amount equal to the ordinary income recognized by the participant in the same taxable year in which the participant recognizes such income.

Will the 2017 Employee Stock Purchase Plan qualify as an “employee stock purchase plan” under Section 423 of the Code?

The 2017 Employee Stock Purchase Plan will not qualify as an “employee stock purchase plan” as defined in Section 423 of the Code. Because our employees are generally employed by the Operating Partnership or its subsidiaries, not by an unbroken chain of direct corporate subsidiaries of the Company, we are not able to offer an employee stock purchase plan to such employees that qualifies under Section 423 of the Code.

What rights will the stock issued under the 2017 Employee Stock Purchase Plan have?

Subject to the holding period described above, shares issued under the 2017 Employee Stock Purchase Plan will have the same voting rights and other rights as all other shares of Common Stock.

Where can I review a copy of the 2017 Employee Stock Purchase Plan?

This summary is not a complete description of all of the provisions of the 2017 Employee Stock Purchase Plan. This summary is qualified in its entirety by the full text of the 2017 Employee Stock Purchase Plan, a copy of which is attached as Appendix A. We encourage you to read the full text of the 2017 Employee Stock Purchase Plan.

Who will administer the 2017 Employee Stock Purchase Plan?

The Compensation Committee or its delegate will administer the 2017 Employee Stock Purchase Plan.

How many shares are available for issuance under the 2017 Employee Stock Purchase Plan?

The maximum number of shares of Common Stock reserved for issuance under the 2017 Employee Stock Purchase Plan will be 200,000. We may issue new shares under the 2017 Employee Stock Purchase Plan or reacquire shares for purposes of the 2017 Employee Stock Purchase Plan.

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Will the 2017 Employee Stock Purchase Plan be adjusted for recapitalizations?

Certain changes in the capitalization of the Company, including stock splits and stock dividends, will result in a corresponding adjustment to the number, kind, or class of shares of Common Stock that are reserved for issuance under the 2017 Employee Stock Purchase Plan and to the purchase price of shares of Common Stock under the 2017 Employee Stock Purchase Plan.

When will shares first be issuable under the 2017 Employee Stock Purchase Plan?

If stockholders approve the 2017 Employee Stock Purchase Plan at the Annual Meeting, shares will be issued to participants as of the last trading date of the first purchase period immediately following the Annual Meeting, which would be the purchase period beginning June 1, 2017 and ending August 31, 2017. If stockholders do not approve the 2017 Employee Stock Purchase Plan, it will terminate on the date of the Annual Meeting.

What is the term of the 2017 Employee Stock Purchase Plan?

The 2017 Employee Stock Purchase Plan is limited to a term of 10 years, commencing from the date on which the stockholders approve the plan.

How may the 2017 Employee Stock Purchase Plan be amended?

The Board of Directors may amend the 2017 Employee Stock Purchase Plan from time to time. The Board of Directors may not increase the number of shares issuable under the 2017 Employee Stock Purchase Plan or increase the purchase discounts without stockholder approval.

Vote Required and Recommendation

Pursuant to our Bylaws, the 2017 Employee Stock Purchase Plan will be approved if it receives the affirmative vote of holders of at least a majority of the votes cast at the Annual Meeting, assuming that a quorum is present. Only holders of Common Stock are entitled to vote on this Proposal 2. Abstentions will be counted as votes cast and will have the same effect as votes cast against the proposal, while other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result on the vote. Both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE ADOPTION OF THE 2017 EMPLOYEE STOCK PURCHASE PLAN.

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Proposal 3 — Approval of the Material Terms for Payment of Performance-Based Compensation under the 2016 Omnibus Equity Incentive Plan for Purposes of Section 162(m)

We are asking stockholders to approve the material terms for payment of performance-based compensation under the 2016 Omnibus Equity Incentive Plan. The purpose of this approval is to enable us to grant incentive awards under the 2016 Omnibus Equity Incentive Plan that are structured in a manner intended to qualify as tax-deductible performance-based compensation under Section 162(m).

Stockholders are not being asked to approve an amendment to the 2016 Omnibus Equity Incentive Plan or to approve the 2016 Omnibus Equity Incentive Plan in its entirety. For the avoidance of doubt, approval of this proposal will not in any way impact or increase the number of shares available for awards under the 2016 Omnibus Equity Incentive Plan.

If the stockholders approve the material terms of performance-based compensation, compensation paid to the Company’s “covered employees” (as discussed below) upon achievement of performance goals based on one or more of the performance measures set forth in the 2016 Omnibus Equity Incentive Plan, subject to the Company’s satisfaction of the other requirements of Section 162(m), may continue to be fully deductible by the Company under Section 162(m) until such time as the Company is required to obtain stockholder re-approval of such terms and conditions at our annual meeting of stockholders in 2022. If the stockholders fail to approve the material terms of performance-based compensation, the Compensation Committee will be permitted to continue granting performance-based awards using the performance measures set forth in the 2016 Omnibus Equity Incentive Plan, but such awards will not be eligible to be fully deductible by the Company under Section 162(m).

Section 162(m)

Section 162(m) limits the amount the Company may deduct in any one year for compensation paid to a “covered employee” to $1,000,000. For purposes of Section 162(m), a covered employee generally means any person who, as of the last day of the Company’s fiscal year, is the chief executive officer or one of the Company’s three highest compensated executive officers (other than the chief financial officer), as determined under SEC rules, provided that under certain special SEC reporting rules, which currently are applicable to the Company, the chief financial officer of the Company may be considered to be a covered employee. However, compensation that constitutes “qualified performance-based compensation” under Section 162(m) is excluded from this deductibility limitation.

For compensation to constitute “qualified performance-based compensation” under Section 162(m), in addition to certain other requirements, stockholders must approve the material terms under which the performance-based compensation will be paid (including the performance goals). Although Parkway Properties, Inc., as our then-sole stockholder, delivered a written consent approving the adoption of the 2016 Omnibus Equity Incentive Plan prior to the consummation of our spin-off from Cousins, Section 162(m) requires that the Company’s post-separation stockholders approve its material terms. Therefore, at the Annual Meeting, the Company is asking stockholders to approve the material terms for payment of performance-based compensation under the 2016 Omnibus Equity Incentive Plan.

For purposes of Section 162(m), the material terms of performance-based compensation include (i) the employees eligible to receive compensation under the 2016 Omnibus Equity Incentive Plan, (ii) a description of the business criteria on which the performance goals are based and (iii) the maximum amount of compensation that can be paid to an employee as performance-based compensation during a specified time period. Each of these aspects of the 2016 Omnibus Equity Incentive Plan is discussed below and approval of this proposal will constitute approval of each of these aspects of the 2016 Omnibus Equity Incentive Plan for purposes of Section 162(m). Even if this proposal is approved, the Company may exercise its discretion to award compensation under the 2016 Omnibus Equity Incentive Plan that would not qualify as “qualified performance-based compensation” under Section 162(m).

Summary of the Material Terms of the 2016 Omnibus Equity Incentive Plan

A summary of the material terms of the 2016 Omnibus Equity Incentive Plan is set forth below. This summary is qualified in its entirety by the detailed provisions of the 2016 Omnibus Equity Incentive Plan, a copy of which is attached as Appendix B to this Proxy Statement. We encourage our stockholders to read and refer to the complete plan document in Appendix B for a more complete description of the 2016 Omnibus Equity Incentive Plan.

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Purpose, Administration, and Eligibility

The purposes of the 2016 Omnibus Equity Incentive Plan are to promote our and the Operating Partnership’s growth and success by aligning the interests of the 2016 Omnibus Equity Incentive Plan’s participants with those of our stockholders and to attract, retain, and reward employees, directors, and consultants of the company. To this end, the 2016 Omnibus Equity Incentive Plan permits the grant of the following types of awards: (i) options, including nonstatutory stock options and incentive stock options (“ISOs”); (ii) stock appreciation rights; (iii) restricted shares; (iv) restricted stock units; (v) profits interest units (“LTIP units”); (vi) dividend equivalents; (vii) other forms of awards payable in or denominated by reference to shares of Common Stock; or (viii) cash.

The Compensation Committee administers the 2016 Omnibus Equity Incentive Plan. The Compensation Committee has sole discretion to select the recipients of awards, establish the terms of awards, interpret the plan, and amend awards, all subject to the terms of the 2016 Omnibus Equity Incentive Plan. The Compensation Committee may delegate ministerial duties and authority to interpret the 2016 Omnibus Equity Incentive Plan and respond to claims to a vice president, senior vice president, or executive vice president, provided that the Compensation Committee may not delegate authority (i) to grant or amend awards that are (a) held by individuals who are subject to Section 16 of the Exchange Act, (b) intended to qualify as performance-based compensation under Section 162(m), or (c) held by officers of the company or directors to whom authority to grant or amend awards has been delegated, or (ii) with respect to the certification of the satisfaction of performance goals.

All employees of the Company, the Operating Partnership, and certain subsidiaries of the Company, non-employee directors of the Company, and consultants or advisors to the Company are eligible to participate in the 2016 Omnibus Equity Incentive Plan. As of March 24, 2017, there were approximately 151 employees, including the Company’s three named executive officers, and six non-employee directors who are eligible to participate in the 2016 Omnibus Equity Incentive Plan.

Term; Amendment, Suspension, and Termination

The 2016 Omnibus Equity Incentive Plan became effective upon our spin-off from Cousins. Unless terminated earlier, the 2016 Omnibus Equity Incentive Plan will terminate automatically on the day before the tenth anniversary of the effective date, or October 6, 2026. Notwithstanding the foregoing, no ISOs may be granted under the 2016 Omnibus Equity Incentive Plan after the tenth anniversary of our Board of Directors’ initial adoption of the 2016 Omnibus Equity Incentive Plan, or September 16, 2026.

Our Board of Directors may amend, suspend, or terminate the 2016 Omnibus Equity Incentive Plan at any time, except that no amendment may be made without stockholder approval if applicable law or stock exchange rules would require stockholder approval for the amendment, or if the amendment would allow the grant of options or stock appreciation rights at an exercise price below fair market value as of the date of grant. Notwithstanding the foregoing, without stockholder approval, the Compensation Committee may designate an exercise price less than the fair market value of a share of Common Stock on the date of grant if the option or stock appreciation right is granted upon assumption of, or in substitution for, an option or stock appreciation right in connection with the spin-off or previously granted by an entity that is acquired by or merged with the company or an affiliate. Further, no such amendment, suspension, or termination may adversely affect the rights under any outstanding award without the holder’s consent.

Authorized Shares, Share Usage, and Individual Limitations

The 2016 Omnibus Equity Incentive Plan permits the grant of awards with respect to a number of shares of Common Stock equal to the sum of (i) 5,000,000 shares, plus (ii) any shares of Common Stock issuable pursuant to awards resulting from awards originally granted under the Parkway Properties, Inc. and Parkway Properties LP 2015 Omnibus Equity Incentive Plan that were outstanding immediately prior to the spin-off, converted into awards with respect to shares of Cousins’ common stock pursuant to the Merger Agreement and further converted into awards with respect to shares of Common Stock pursuant to and as described in the Employee Matters Agreement (the “assumed shares”).

If an award is cancelled, forfeited, or expires unvested or unexercised, or is settled in whole or in part in cash rather than in shares of Common Stock, then the shares covered by the portion of the award that is so cancelled, forfeited, expired, or settled will again become available for award under the 2016 Omnibus Equity Incentive Plan. Shares we repurchase at the same price paid by a participant will also become available for award under the 2016 Omnibus Equity Incentive Plan, and the payment of dividend equivalents in cash in conjunction with any outstanding awards will not count against the share limit. Conversely, shares (i) tendered or withheld in payment of an option’s exercise price, (ii) tendered or withheld to satisfy our tax withholding obligation with respect to options or stock appreciation rights, (iii) subject to a stock appreciation right that are not issued in connection with the share-settlement of the stock appreciation right on exercise thereof, and (iv) purchased in the open market with cash proceeds of option exercises will not be available for re-issuance under the 2016 Omnibus Equity Incentive Plan. No shares may be made subject to a grant if that would cause an ISO to fail to qualify as such under the Code.

The maximum aggregate number of shares of Common Stock that may be issued pursuant to ISOs, other than ISOs with respect to the assumed shares, is 500,000 shares. The maximum number of shares of Common Stock that may be made subject to options or

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stock appreciation rights, other than awards with respect to the assumed shares, granted under the 2016 Omnibus Equity Incentive Plan to any participant (other than a non-employee director) during any one calendar year is 500,000 shares, and the maximum number of shares of Common Stock that may be made subject to awards, other than options and stock appreciation rights and other than awards subject to the assumed shares, granted under the 2016 Omnibus Equity Incentive Plan that are share-denominated and are either share- or cash-settled to any participant (other than a non-employee director) during any one calendar year is 1,000,000 shares.

The maximum amount that may be paid as a cash-denominated award (whether or not cash-settled) that vests based on the attainment of performance goals or other performance-based objectives for a performance period of twelve months or less to any participant (other than a non-employee director) is $5,000,000, and the maximum amount that may be paid as a cash-denominated award (whether or not cash-settled) that vests based on the attainment of performance goals or other performance-based objectives for a performance period of greater than twelve months to any participant (other than a non-employee director) is $10,000,000.

Fair Market Value Determination

For so long as the Common Stock remains listed on the NYSE (or any other established securities exchange), listed on any national market system, or listed, quoted, or traded on any automated quotation system, the fair market value of a share of Common Stock will be the closing sales price for a share as quoted on such exchange or system for such date. If there is no reported closing price on such date, the fair market value of a share of Common Stock will be the closing price of Common Stock on the last preceding date for which such quotation exists. As of March 24, 2017, the closing price of a share of Common Stock on the NYSE was $19.02.

If the Common Stock is not listed on an established securities exchange, national market system, or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, the fair market value of a share of Common Stock will be the average of the mean of the high bid and low asked prices for such date. If there are no high bid and low asked prices on such date, the fair market value of a share of Common Stock will be the average of the mean of the high bid and low asked prices on the last preceding date for which such information exists.

If the Common Stock is neither listed on an established securities exchange, national market system, or automated quotation system, nor regularly quoted by a recognized securities dealer, the Compensation Committee will determine the fair market value in good faith by reasonable application of a reasonable valuation method, in a manner consistent with Section 409A of the Code.

Options

An option is the right to purchase shares of Common Stock at a fixed exercise price during a fixed period of time. The 2016 Omnibus Equity Incentive Plan permits the grant of nonstatutory options and options that qualify as ISOs for tax purposes. The Compensation Committee establishes the number of shares covered by each option and the exercise price per share, which cannot be less than the fair market value of a share of Common Stock on the date of grant, or 110% of the fair market value of a share of Common Stock on the date of grant in the case of an ISO granted to a ten percent stockholder; provided, however, that the Compensation Committee may designate an exercise price less than the fair market value of a share of Common Stock on the date of grant if the option is granted upon assumption of, in substitution for, an option in connection with the spin-off or previously granted by an entity that is acquired by or merged with us or an affiliate. An option will become vested and exercisable at such times and subject to such conditions as the Compensation Committee determines but will not be exercisable later than ten years after grant, or five years after grant in the case of an ISO granted to a ten percent stockholder. The Compensation Committee will specify in an award agreement whether, and if so, the extent to which an option remains exercisable after the termination of the participant’s employment or service with us.

The exercise price of an option must be paid upon exercise in a form of payment prescribed by the Compensation Committee. The Compensation Committee may provide for any form of payment it finds appropriate, including payment in cash, tender of shares of Common Stock, and retention by us of shares otherwise issuable on the option exercise having a fair market value at exercise equal to the option exercise price.

To the extent that the aggregate fair market value of shares of Common Stock determined on the date of grant with respect to which ISOs are exercisable for the first time during any calendar year exceeds $100,000, the option will be treated as a nonstatutory stock option.

Stock Appreciation Rights

A stock appreciation right entitles the recipient to payment from us on the exercise date of an amount equal to any excess of the fair market value of a share of Common Stock on the exercise date over the exercise price for the stock appreciation right, multiplied by the number of shares covered by the exercise. The Compensation Committee establishes the number of shares covered by each

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stock appreciation right and the exercise price per share, which cannot be less than the fair market value of a share of Common Stock on the date of grant; provided, however, that the Compensation Committee may designate an exercise price less than the fair market value of a share of Common Stock on the date of grant if the stock appreciation right is granted upon assumption of, or in substitution for, a stock appreciation right or previously granted by an entity that is acquired by or merged with us or our affiliate. A stock appreciation right will become vested and exercisable at such times and subject to such conditions as the Compensation Committee determines but will not be exercisable later than ten years after grant.

The Compensation Committee will specify in an award agreement whether, and if so, the extent to which, a stock appreciation right remains exercisable after the termination of the participant’s employment or service with us. We may settle the amount due on exercise of a stock appreciation right by payment in cash or the issuance of shares of Common Stock, or in a combination of cash and shares, as the Compensation Committee determines.

Restricted Shares and Restricted Stock Units

A restricted share award is an award of shares of Common Stock in which the participant’s interest is forfeitable upon grant and will become nonforfeitable only if vesting conditions or other restrictions established by the Compensation Committee are satisfied. A restricted stock unit award obligates us to issue a specified number of shares of Common Stock (or their cash equivalent) in the future if vesting conditions or other restrictions established by the Compensation Committee are satisfied. The Compensation Committee determines the number of shares covered by an award of restricted shares or restricted stock units and establishes the terms of the award, including the vesting conditions and/or restrictions for the award. The vesting conditions may relate to the continuance of the participant’s employment or service, the satisfaction of specified performance goals (relating to us, a unit of our company, or the participant) within a specified period, other factors, or a combination of factors. A participant will forfeit a restricted share or restricted stock unit award to the extent its vesting conditions or other restrictions are not satisfied within the period established by the Compensation Committee.

Restricted shares will carry voting and dividend rights unless the Compensation Committee provides otherwise in the award agreement, or unless the vesting of the restricted shares are subject to the satisfaction of performance goals, in which case no dividend will be payable unless and until the performance goals are achieved. A restricted stock unit award does not carry voting or dividend rights, but the Compensation Committee may provide in the award agreement for the payment of dividend equivalents if the award’s vesting conditions are satisfied.

Profits Interest Units (LTIP Units)

An LTIP unit is a unit of limited partnership interest in the Operating Partnership that is intended to constitute a “profits interest” within the meaning of the Code and the guidance thereunder. LTIP units may be issued only to participants for the performance of services to or for the benefit of the Operating Partnership in the participant’s capacity as a partner of the Operating Partnership, in anticipation of the participant becoming a partner of the Operating Partnership, or as otherwise determined by the Compensation Committee. A LTIP unit will become vested at such times and subject to the Amended and Restated Agreement of Limited Partnership of the Operating Partnership and such additional conditions as the Compensation Committee may determine.

Dividend Equivalents

A dividend equivalent is the right to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on shares of Common Stock during the term of the award. A recipient of dividend equivalents will receive credits as of each dividend payment date during the period of the award as if the underlying shares of Common Stock had been then held by the recipient. Dividend equivalents may be granted by the Compensation Committee alone or in tandem with another award, provided that no dividend equivalents may be paid with respect to options or stock appreciation rights. Dividend equivalents credited to the recipient may be converted to cash or additional shares of Common Stock in accordance with such formula and at such time, and subject to such limitations, as may be determined by the Compensation Committee. Dividend equivalents granted with respect to shares of Common Stock covered by an award subject to performance-based or service-based vesting may only be paid at such time or times, and only to the extent that, such performance-based or service-based vesting conditions are satisfied.

Other Forms of Award

The 2016 Omnibus Equity Incentive Plan permits the grant of cash-based awards and other forms of award that provide for the issuance of shares of Common Stock, or that are denominated in or measured by the fair market value of a share of Common Stock, or provide for payment in shares of Common Stock rather than cash under a bonus or incentive plan of the Company. The Compensation Committee will determine the terms and conditions of any such award.

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Vesting of Full Value Awards

Full value awards (that is, awards other than options and stock appreciation rights) must become vested over a period of three years or longer, except that any full value awards subject to performance-based vesting must become vested over a period of one year or longer. The Compensation Committee may waive vesting requirements upon a participant’s death, disability, retirement, other specified termination of service, or upon a change in control.

Performance Goals

The 2016 Omnibus Equity Incentive Plan is designed to permit the Compensation Committee to grant awards to covered executive officers that will constitute qualified performance-based compensation for purposes of Section 162(m); however, the Compensation Committee may exercise its discretion to award compensation under the 2016 Omnibus Equity Incentive Plan that would not qualify as qualified performance-based compensation under Section 162(m).

The 2016 Omnibus Equity Incentive Plan authorizes the establishment of performance goals on an objective test of performance based on one or more of the following criteria: revenue; earnings; net earnings; operating earnings; earnings before taxes; EBITDA; earnings per share; stock price; costs; return on equity; return on assets; assets management; asset quality; asset growth; budget achievement; net operating income; average occupancy; year-end occupancy; FFO; adjusted funds from operations (“AFFO”); funds available for distribution (“FAD”); dividend or FAD payment; total stockholder return on an absolute basis or a relative basis measured against comparable peers or a real estate index; leverage ratios; capital expenditures; customer satisfaction survey results; property operating expense savings; design, development, permitting, or other progress on designated properties; third-party fee generation; leasing goals; goals relating to mergers and acquisitions or divestitures, targeted financing, or capital market objectives; lease retention; liability management; credit management; certain levels of operating expense; growth in assets, unit volume, revenue, sales, or market share; or strategic business criteria consisting of one or more objectives based on specified revenue goals, market penetration goals, geographic business expansion goals, or cost targets.

Performance goals may be established for the Company as a whole, on a per share basis, or for our various properties, groups, divisions, or subsidiaries or the Operating Partnership, or a combination of them. Performance goals may be based on absolute performance or on performance relative to performance of unrelated businesses specified by the Compensation Committee, on other external measures of the selected performance criteria, or on comparison to any prior period or to budget or target.

Grants to Non-Employee Directors

The 2016 Omnibus Equity Incentive Plan permits the grant of awards to our directors who are not our employees or employees of the Operating Partnership or our subsidiaries, provided the grants are made in accordance with a written nondiscretionary formula established by our Board of Directors. Notwithstanding the terms of any such nondiscretionary formula, the aggregate grant date fair value of awards to a non-employee director in any one calendar year may not exceed $1,000,000.

Adjustments in Authorized Shares and to Awards

The 2016 Omnibus Equity Incentive Plan provides that, in the event of a change in our capitalization, a corporate transaction involving us, or our reorganization or liquidation, the Compensation Committee will adjust the number and class of shares of Common Stock remaining available for awards under the 2016 Omnibus Equity Incentive Plan, the number of shares subject to outstanding awards, the exercise or purchase prices under outstanding awards (as applicable), and the limits on awards, in a manner the Compensation Committee determines equitable to prevent dilution or enlargement of benefits or rights under the 2016 Omnibus Equity Incentive Plan.

Forfeiture on Misconduct; Recoupment

Under the 2016 Omnibus Equity Incentive Plan, a participant will forfeit all rights under outstanding awards if the Compensation Committee determines that the participant’s behavior constitutes misconduct as defined in the 2016 Omnibus Equity Incentive Plan. The 2016 Omnibus Equity Incentive Plan permits the Compensation Committee to provide in an award agreement or in a policy applicable to awards under the 2016 Omnibus Equity Incentive Plan that, under specified conditions, a participant will be obliged to return to the Company amounts paid and shares of Common Stock distributed under the 2016 Omnibus Equity Incentive Plan. By way of illustration, the specified conditions may include the occurrence of an error in financial reporting resulting in payment of excess performance-based compensation. In addition to the foregoing, all awards (and benefits derived therefrom) will be subject to any claw back policy implemented by the Company, including any such policy implemented to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulations.

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Change in Control

If we experience a change in control in which outstanding awards under the 2016 Omnibus Equity Incentive Plan will not be assumed, continued, or replaced with equivalent awards by the surviving entity, then the Compensation Committee may determine in its sole discretion that (i) all outstanding options and stock appreciation rights will immediately vest and become exercisable, and (ii) all restrictions and other conditions applicable to any outstanding restricted shares, restricted stock units, and other share-based awards, including any vesting requirements, will immediately lapse, and any performance goals relevant to such award will be deemed to have been achieved at the target level, with all such awards becoming free from restrictions and, with respect to restricted stock units, becoming payable immediately or otherwise upon the earliest permissible date. In addition, in such situation, the Compensation Committee may determine to cancel such awards and pay the participants cash, property, or a combination of cash and property equal to the net value the holders of such cancelled awards otherwise would have received pursuant to the change in control. If we experience a change in control in which outstanding awards under the 2016 Omnibus Equity Incentive Plan are assumed, continued, or replaced with equivalent awards by the surviving entity, if any participant is terminated other than for cause (as defined in the 2016 Omnibus Equity Incentive Plan) or terminates his or her employment for good reason (as defined in the 2016 Omnibus Equity Incentive Plan) within two years following such change in control, any awards of such participant that were assumed, continued, or replaced by the surviving entity automatically will be given the treatment described in the first sentence of this paragraph.

In summary, a change in control under the 2016 Omnibus Equity Incentive Plan occurs if:

Our Board of Directors retains full and final authority to determine whether a change in control has occurred, the date of a change in control, and any matters incidental to a change in control.

Transferability

Awards are not transferable other than by will or the laws of descent and distribution. Awards requiring exercise are exercisable during the lifetime of a participant only by the participant or, in the event the participant becomes legally incompetent, by the participant’s guardian or legal representative. Notwithstanding the foregoing, the Compensation Committee may permit a participant to transfer, not for value, all or part of a nonstatutory stock option or stock appreciation right to a family member (as defined in the 2016 Omnibus Equity Incentive Plan). If so transferred, the nonstatutory stock option or stock appreciation right will continue to be subject to the same terms and conditions as were applicable immediately prior to such transfer and shares acquired pursuant to such award will be subject to the same restrictions with respect to transfer of such shares as would have applied to the participant.

Prohibition against Repricing

Except for adjustments in connection with a change in our capitalization, a corporate transaction involving us, or our reorganization or liquidation, an option or stock appreciation right may not be (i) amended to reduce the exercise price or (ii) cancelled in exchange for cash or another option, stock appreciation right, or other stock-based award, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or other similar corporate transaction. We may not take any other action that is treated as a repricing under generally accepted accounting principles.

U.S. Federal Income Tax Consequences

The U.S. federal income tax consequences of awards under the 2016 Omnibus Equity Incentive Plan for participants and the Company will depend on the type of award granted. The following summary description of tax consequences is intended only for the general information of stockholders. A participant in the 2016 Omnibus Equity Incentive Plan should not rely on this description and instead should consult his or her own tax advisor.

Options. The grant of an option will have no tax consequences for us or the participant. Upon the exercise of a nonstatutory stock option, the participant will recognize ordinary income in an amount equal to the excess of the fair market value of the acquired shares on the exercise date over the exercise price. Upon a subsequent sale or exchange of the acquired shares, the participant will realize a capital gain or loss, measured by the difference between the amount realized on the disposition and the tax basis of the shares (generally, the amount paid for the shares plus the amount treated as ordinary income at the time the option was exercised).

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Upon the exercise of an ISO, the participant will not recognize any ordinary income. However, the alternative minimum tax may apply, because the excess of the fair market value of ISO shares on the date of exercise over the exercise price is an adjustment to the participant’s alternative minimum taxable income. If there is no disposition of ISO shares before the later of two years from the date of grant and one year from the date of exercise, then the participant will realize a long-term capital gain or loss upon a sale or exchange of the ISO shares. If the ISO shares are sold or exchanged before the later of two years from the date of grant and one year from the date of exercise, the amount of gain realized on the sale or exchange or, if less, the excess of the fair market value on the exercise date over the exercise price, will be ordinary income for the participant; any balance of the gain or loss recognized by the participant on the sale will be a capital gain or loss.

If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

A participant who has transferred a nonstatutory stock option to a family member by gift will realize taxable income at the time the option is exercised by the family member. The participant will be subject to withholding of income and employment taxes at that time. The family member’s tax basis in the shares will be the fair market value of the shares on the date the option is exercised. The transfer of vested nonstatutory stock options will be treated as a completed gift for gift and estate tax purposes. Once the gift is completed, neither the transferred options nor the shares of Common Stock acquired on exercise of the transferred options will be includable in the participant’s estate for estate tax purposes.

Stock Appreciation Rights. The grant of a stock appreciation right will have no tax consequences for the participant. Upon the exercise of a stock appreciation right, the participant will recognize ordinary income equal to the amount of cash paid and the fair market value of any shares of Common Stock delivered to the participant. We will be entitled to a deduction in the same amount, subject to Section 162(m) and, as to stock appreciation rights that are settled in shares of Common Stock, if the Company complies with applicable reporting requirements.

Restricted Shares and Restricted Stock Units. Upon the grant of a restricted share or restricted stock unit award, there will be no tax consequences to the participant. Generally, the participant will recognize ordinary income on the date the award vests in an amount equal to, in the case of restricted shares, the value of the shares on the vesting date, or, in the case of restricted stock units, the amount of cash paid and the fair market value of any shares delivered on the vesting date. With respect to restricted shares, under Section 83 of the Code, if we permit a participant to do so, a participant may elect to recognize income at the date of grant rather than the date of vesting. If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

Dividend Equivalents. The grant of dividend equivalents will have no tax consequences for the participant. Generally, the participant will recognize ordinary income on the amount distributed and at the time distributed to the participant pursuant to the award of dividend equivalents. If we comply with applicable reporting requirements and with the restrictions of Section 162(m), we will be entitled to a deduction in the same amount and generally at the same time as the participant recognizes ordinary income.

LTIP Units. LTIP units that constitute “profits interests” within the meaning of the Code and published Internal Revenue Service guidance will generally have no tax consequences for the participant on the date of grant or, if not vested on the date of grant, on vesting. The participant, however, will be required to report on his or her income tax return the participant’s allocable share of the Operating Partnership’s income, gains, losses, deductions, and credits, regardless of whether the Operating Partnership makes a distribution of cash. Instead, the LTIP units are generally taxed upon a disposition of the units or distributions of money to the extent that such amounts received exceed the basis in the LTIP units. Generally, no deduction is available to us upon the grant, vesting, or disposition of the LTIP units. If LTIP units are granted to a participant who is our employee, the issuance of those units may cause wages paid to the participant to be characterized and subject to taxation as self-employment income. If treated as a self-employed partner, the participant will be required to make quarterly income tax payments rather than having amounts withheld by us. Additionally, if self-employed, the participant must pay the full amount of all FICA employment taxes on the employee’s compensation, whereas regular employees are responsible only for a portion of these taxes. To date, the Internal Revenue Service has not issued definitive guidance regarding the treatment of wages paid to partner-employees.

Section 83(b) Filings; REIT Status

No participant in the 2016 Omnibus Equity Incentive Plan may make an election under Section 83(b) of the Code with respect to an award under the 2016 Omnibus Equity Incentive Plan without the consent of the Compensation Committee. Notwithstanding provisions of the 2016 Omnibus Equity Incentive Plan to the contrary, no awards will be granted or will vest, be paid, or become exercisable to the extent that any person otherwise would then be in violation of the ownership limit set forth in the Company’s Articles or any other provisions thereof or to the extent that the Company’s status as a REIT could be impaired.

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Registration with the SEC

We filed a Registration Statement on Form S-8 relating to the 2016 Omnibus Equity Incentive Plan with the SEC pursuant to the Securities Act as of the date of our spin-off from Cousins, October 7, 2016.

New Plan Benefits

The amounts of awards that may be granted under the 2016 Omnibus Equity Incentive Plan in the future are not determinable as of the date of this Proxy Statement, as the Compensation Committee or its designee will make these determinations in its discretion in accordance with the terms of the 2016 Omnibus Equity Incentive Plan. For more information on the awards granted to our Named Executive Officers in 2016, see the section below entitled “Outstanding Equity Awards at 2016 Fiscal Year-End.” For more information on the awards granted to our directors in 2016, see the section below entitled “Compensation of Directors.”

Vote Required and Recommendation

Pursuant to our Bylaws, the material terms for payment of performance-based compensation under the 2016 Omnibus Equity Incentive Plan will be approved for purposes of Section 162(m) if the proposal receives the affirmative vote of holders of at least a majority of the votes cast at the Annual Meeting, assuming that a quorum is present. Only holders of Common Stock are entitled to vote on this Proposal 3. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE APPROVAL OF THE MATERIAL TERMS FOR PAYMENT OF PERFORMANCE-

BASED COMPENSATION UNDER THE 2016 OMNIBUS EQUITY INCENTIVE PLAN

FOR PURPOSES OF SECTION 162(M).

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Proposal 4 — Advisory Vote to Ratify the Appointment of Independent Registered Public Accounting Firm

The Audit Committee is responsible for the appointment of the independent registered public accounting firm engaged by the Company. The Audit Committee has appointed Ernst & Young LLP as independent auditor for 2017. Although stockholder approval is not required, we desire to obtain from our stockholders an indication of their approval of the Audit Committee’s selection of Ernst & Young LLP as our independent registered public accounting firm for 2017. Notwithstanding the selection, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time if it believes that doing so would be in our best interests and the best interests of our stockholders. In the event of a negative vote on ratification, the Audit Committee will reconsider, but is not required to change, its selection.

One or more representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they desire and are expected to be available to respond to appropriate questions.

Vote Required and Recommendation

Pursuant to our Bylaws, the appointment of Ernst & Young LLP as our independent registered accounting firm for the 2017 fiscal year will be ratified if it is approved by the affirmative vote of holders of at least a majority of the votes cast at the Annual Meeting, provided that a quorum is present. Only holders of Common Stock are entitled to vote on this Proposal 4. Abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. Both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE

“FOR” THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP

TO SERVE AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDING DECEMBER 31, 2017.

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Audit Committee Matters

Policy for Pre-Approval of Audit and Permitted Non-Audit Services

The Audit Committee has implemented a policy for the pre-approval of all audit and permitted non-audit services proposed to be provided to us by our independent auditors. Under the policy, the Audit Committee has delegated to the Chair of the Audit Committee the authority to address any requests for pre-approval of audit and permitted non-audit services between Audit Committee meetings where associated fees are $25,000 or less. The Chair must report all pre-approval decisions to the Audit Committee at its next scheduled meeting. All audit, audit-related and tax services provided by Ernst & Young LLP for the period ended December 31, 2016 either were pre-approved by the Audit Committee or were approved pursuant to the Audit Committee’s pre-approval policy.

Auditor Fees and Services

The following table shows the fees paid or accrued by us for the audit and other services provided by Ernst & Young LLP for the fiscal period ended December 31, 2016. We have not paid any similar fees for prior periods, as 2016 was our first period as an independent public company.

The Audit Committee of the Board of Directors has considered whether provision of the services described above is compatible with maintaining the independence of our independent registered public accounting firm and has determined that those services have not adversely affected Ernst & Young LLP’s independence.

Additionally, Deloitte & Touche LLP provided the audit of the financial statements of one of our predecessors, the Houston business of Cousins. The following table shows the fees paid or accrued by us for the audit and other services provided by Deloitte & Touche LLP for the fiscal period ended December 31, 2016. We have not paid any similar fees for prior periods, as 2016 was our first period as an independent public company.

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Report of the Audit Committee

The following Report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act except to the extent the Company specifically incorporates this Report by reference therein.

The Audit Committee of the Company is composed of three directors, each of whom meets the current independence and experience requirements of the NYSE and the SEC. The Audit Committee operates under a written charter. A complete copy of the Audit Committee charter is available on the Company’s website (www.pky.com) under “Investors.” The Board of Directors has determined that James H. Hance, Jr. is an “Audit Committee financial expert” as defined in the current rules of the SEC and that each member of the Audit Committee has accounting and related financial management expertise within the meaning of the listing standards of the NYSE.

Management is primarily responsible for the Company’s financial statements and reporting process. The Company’s independent registered public accounting firm is responsible for performing an independent audit of the Company’s financial statements in accordance with United States generally accepted accounting principles (“GAAP”) and for issuing a report on those statements. The Audit Committee oversees the financial reporting process on behalf of the Board of Directors. It is not the duty or the responsibility of the Audit Committee to conduct auditing or accounting reviews or related procedures. The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with GAAP and on the representations of the independent registered public accounting firm included in their report on the Company’s financial statements.

In the course of fulfilling its oversight responsibilities, the Committee met with both management and Ernst & Young LLP, the Company’s independent registered public accounting firm for 2016, to review and discuss all annual financial statements and quarterly operating results prior to their issuance. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP. The Audit Committee also discussed with the Company’s independent registered public accounting firm matters required to be discussed, pursuant to the Public Company Accounting Oversight Board’s Auditing Standard No. 16, Communications with Audit Committees, including the reasonableness of judgments and the clarity and completeness of financial disclosures. In addition, the Audit Committee discussed with Ernst & Young LLP matters relating to its independence and has received from Ernst & Young LLP the written disclosures and letter required by the Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence. The Company currently qualifies as an emerging growth company as defined in the JOBS Act. For as long as the Company is an emerging growth company, which may be up to five full fiscal years, the Company is not required to provide an auditor’s attestation report on management’s assessment of the effectiveness of the Company’s internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act.

On the basis of the reviews and discussions the Audit Committee has had with the Company’s independent registered public accounting firm and management, the Committee recommended to the Board of Directors that the Board of Directors approve the inclusion of the Company’s audited financial statements in the Company’s Annual Report on Form 10-K for the period ended December 31, 2016, for filing with the SEC.

Submitted by:

JAMES H. HANCE, JR., CHAIR

CRAIG B. JONES

R. DARY STONE

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Corporate Governance and Board Matters

Corporate Governance Profile

We are committed to corporate governance practices that promote long-term value creation, transparency and accountability to our stockholders.

The business and affairs of the Company are managed under the direction of our Board of Directors, as provided by Maryland law, and the Company conducts its business through meetings of the Board of Directors and its four standing committees: the Audit Committee, the Compensation Committee, the Corporate Governance and Nominating Committee and the Investment Committee.

Notable features of our corporate governance practices include the following:

Director Qualifications and Biographical Information

Please refer to “Proposals to Be Voted On—Proposal 1—Election of Directors” for the qualifications and biographical information of each director nominee.

Independence

The Board of Directors, on recommendation of the Corporate Governance and Nominating Committee, has determined that each current director and nominee, other than Mr. Heistand, is “independent” as defined by the NYSE listing standards.

Stockholder Communication with the Board of Directors

Stockholders and other parties interested in communicating directly with the Chairman or with the non-employee directors as a group may do so by writing to the Chairman of the Board of Directors, Parkway, Inc., One Orlando Centre, 800 North Magnolia Avenue, Suite 1625, Orlando, Florida 32803. Correspondence so addressed will be forwarded directly to the Chairman.

Leadership Structure

Mr. Thomas serves as Chairman of the Board of Directors and has served as a director since June 2016. Mr. Heistand serves as the President and Chief Executive Officer and has served in that capacity since June 2016. Our Bylaws permit the chairman to serve as

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chief executive officer. However, the Board of Directors has determined that having a separate chairman and chief executive officer is in our best interests and the best interests of our stockholders, as the Board of Directors believes that a separation of these roles fosters clear accountability and effective decision-making. Our Corporate Governance Guidelines require the separation of the offices of chairman of the board and chief executive officer, except on an interim basis.

The Board of Directors believes that it is able to effectively provide independent oversight of our business and affairs, including the risks it faces, with a non-management chairman and through the composition of the Board of Directors, the strong leadership of the independent directors and the independent committees of the Board of Directors, as well as the other corporate governance structures and processes already in place. Six of the seven current nominees to the Board of Directors are non-employee directors and are independent under the NYSE listing standards. All of our directors are free to suggest the inclusion of items on the agenda for Annual Meetings of the Board of Directors or raise subjects that are not on the agenda for that Annual Meeting. In addition, the Board of Directors and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. Moreover, the Board’s Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, all of which are comprised entirely of independent directors, also perform oversight functions independent of management.

Risk Oversight

Board Committees and Meeting Data

The Board of Directors has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. Each member of each of these committees is “independent” as that term is defined in the NYSE listing standards. The Board of Directors has adopted a written charter for each of these committees, which is available on our website (www.pky.com) under “Investors.” Each committee was in existence when the Company became an independent publicly traded company on October 7, 2016.

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In addition, the Board of Directors has a standing Investment Committee. The Investment Committee provides oversight and discipline to the investment process, among other things. Our management outlines acquisition and disposition opportunities in written reports for the Investment Committee based on detailed underwriting and analysis. The Investment Committee meets with our management, reviews each submission thoroughly, and approves or denies acquisition and disposition recommendations between regularly scheduled meetings of the Board of Directors. The Investment Committee also reviews and provides oversight of our capital raising and financing activities. The Investment Committee currently consists of Mr. Stone (Chair), Mr. Banyasz, Mr. Johnson, and Mr. Jones. The Investment Committee held one meeting for the period beginning with our formation on June 3, 2016 through December 31, 2016.

During the period beginning with our formation on June 3, 2016 through December 31, 2016, the full Board of Directors held four meetings. Each director attended at least 75% of the total number of meetings of the Board of Directors held during 2016, and each director attended at least 75% of the total number of meetings held during 2016 by all committees of the Board of Directors on which he served during the period of his service. Our Corporate Governance Guidelines provide that all directors are expected to regularly attend meetings of the Board of Directors and the committees of the Board of Directors on which he or she serves. In addition, each director is expected to attend the Annual Meeting.

Nominating Procedures

The Corporate Governance and Nominating Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. In identifying suitable candidates for nomination as a director, the Corporate Governance and Nominating Committee will consider the needs of the Board of Directors and the range of skills and characteristics required for effective functioning of the Board of Directors. In evaluating such skills and characteristics, the Corporate Governance and Nominating Committee may take into consideration such factors as it deems appropriate, including those included in the Corporate Governance Guidelines, which are available on our website (www.pky.com) under “Investors.” The Corporate Governance and Nominating Committee will consider nominees suggested by incumbent board members, management, stockholders and, in certain circumstances, outside search firms.

Notwithstanding the foregoing, all of the current members of the Board of Directors were elected prior to our spin-off from Cousins in October 2016 pursuant to certain nominating rights of Legacy Parkway, Cousins and TPG Pantera set forth in the Merger Agreement. Pursuant to our Stockholders Agreement with TPG Pantera, TPG Pantera has the right to nominate up to two directors to our Board of Directors, two directors to the Investment Committee, and one director to the Compensation Committee, based on a number of factors, including its current level of ownership in our outstanding shares of Common Stock. We are required pursuant to the Stockholders Agreement to nominate for election to the Board of Directors any such individuals selected by TPG Pantera, provided that we have no obligation to nominate, elect or appoint any TPG Nominated Director if such nomination, election or appointment would violate applicable law or result in a breach by the Board of Directors of its fiduciary duties to our stockholders. For additional information, see the discussion under “Certain Transactions and Relationships—Agreements with the TPG Parties.” Additionally, pursuant to a letter agreement binding on us, subject to certain continuing equity ownership requirements, we are required to nominate Mr. Thomas for election to the Board of Directors at the Annual Meeting (and, if elected, to cause him to be reappointed as chairman for three, one-year terms expiring at the 2020 annual meeting of stockholders). For additional information, see the discussion under “Certain Transactions and Relationships—Agreements with Mr. James A. Thomas.”

We do not have a formal policy regarding diversity of membership of the Board of Directors or otherwise require that the composition of the Board of Directors include individuals from any particular background or who possess specific attributes. However, the Corporate Governance Guidelines recognize the value of having a board that encompasses a broad range of skills, expertise, contacts, industry knowledge and diversity of opinion (the Board of Directors has not attempted to define “diversity”). The Corporate Governance and Nominating Committee will continue to consider whether it would be appropriate to adopt a policy or guidelines regarding board diversity or define diversity as it relates to the composition of the Board of Directors.

The Corporate Governance and Nominating Committee will consider written recommendations for potential nominees suggested by stockholders. Any such person will be evaluated in the same manner as any other potential nominee for director. Any suggestion for a

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nominee for director by a stockholder should be sent to our Secretary at One Orlando Centre, 800 North Magnolia Avenue, Suite 1625, Orlando, Florida 32803, within the time periods set forth under the heading “About the Annual Meeting—How do I submit a proposal for the 2018 Annual Meeting?” above.

Compensation Consultants

The Compensation Committee may utilize, from time to time, the services of one or more compensation consultants or other advisors after taking into consideration all factors relevant to the independence from management of such persons. The Compensation Committee is directly responsible for the appointment, compensation, and oversight of the work of any compensation consultant or other advisor retained by the Compensation Committee.

For 2016, the Compensation Committee engaged FTI Consulting, Inc., a nationally recognized consulting firm, to review our compensation policies for our directors and executive officers and provide recommendations regarding various compensation decisions to be made by the Compensation Committee. The Compensation Committee takes these recommendations into account in making determinations regarding the compensation of our directors, officers, and other employees.

In addition, in connection with the negotiation and execution of new employment agreements with our executive officers in December 2016, the Compensation Committee engaged TPG Pantera to advise and provide recommendations to the Compensation Committee with regard to the terms of the new Employment Agreements. For more information about these Employment Agreements, see “Narrative Disclosure to Summary Compensation Table—Employment Agreements” beginning on page 35 below.

Compensation Committee Interlocks and Insider Participation

As noted above, the Compensation Committee is comprised of three independent directors: Mr. Thomas, Mr. Banyasz, and Mr. Jones. No member of the Compensation Committee is or was formerly an officer or an employee of the Company.

None of our executive officers serves as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of the Board of Directors, nor has such interlocking relationship existed in the past.

Compensation of Directors

Our current director compensation program, each non-employee director as discussed below, is paid an annual cash retainer of $50,000 payable ratably on a quarterly basis. In addition, these directors also receive an annual equity award in connection with their election to the Board of Directors at the annual meeting of stockholders, which consists of shares of Common Stock with a value of $75,000 as of the date of grant. A director who is appointed to the Board of Directors outside of the annual meeting of stockholders receives a prorated amount of the equity award and cash retainer. In addition, the chairman of the Board of Directors receives an additional annual cash retainer of $75,000.

Under our director compensation program, the chairperson of the Audit Committee receives an annual cash retainer of $20,000, the chairpersons of the Compensation Committee and the Investment Committee each receives an annual cash retainer of $15,000 and the chairperson of the Corporate Governance and Nominating Committee receives an annual cash retainer of $10,000. Members of the Audit Committee receive an annual cash retainer of $10,000. Members of the Compensation Committee and the Investment Committee receive an annual cash retainer of $7,500, and members of the Corporate Governance and Nominating Committee receive an annual cash retainer of $5,000. Non-employee directors are reimbursed for expenses incurred in connection with attendance at each meeting but do not receive fees for attending board or committee meetings. Our director compensation program may be revised by the Board of Directors from time to time.

Cash compensation for TPG Nominated Directors is paid to TPG Management or any other affiliate of TPG designated by TPG to receive such compensation. The TPG Nominated Directors have elected to forgo receipt of any stock awards for their service as members of the Board of Directors.

Mr. Heistand does not receive any compensation for serving as a member of the Board of Directors.

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Our non-employee directors received the following aggregate amounts of compensation for the year ended December 31, 2016:

We also have adopted stock ownership guidelines and anti-hedging and anti-pledging policies applicable to the directors. For additional information, see “—Corporate Governance Profile.”

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Executive Officers

The following section provides certain information regarding our executive officers. Our management operates under the oversight of the Board of Directors There are no family relationships between any of our directors or executive officers.

For information on Mr. Heistand, please see his biography provided above under the caption “Corporate Governance and Board Matters—Director Qualifications and Biographical Information.”

M. JAYSON LIPSEY, Age 38

Mr. Lipsey has served as our Executive Vice President and Chief Operating Officer since June 2016. Mr. Lipsey previously served as Legacy Parkway’s executive vice president and chief operating officer from October 2011 until its merger with Cousins. He served as senior vice president and fund manager from May 2010 through October 2011 and as vice president and fund manager of Legacy Parkway from May 2008 through May 2010. Mr. Lipsey received a B.S. from Washington and Lee University and an M.B.A. from the Darden Graduate School of Business at the University of Virginia. Prior to attending graduate school, Mr. Lipsey served as regional property manager for Legacy Parkway from 2004 to 2005 and as asset manager from 2005 to 2006.

SCOTT E. FRANCIS, Age 41

Mr. Francis has served as our Executive Vice President, Chief Financial Officer and Chief Accounting Officer since June 2016. Mr. Francis previously served as executive vice president of Legacy Parkway from December 2014 until its merger with Cousins and chief accounting officer of Legacy Parkway from September 2013 until its merger with Cousins. He served as senior vice president from September 2013 to December 2014 and as vice president of strategy and administration from July 2012 to September 2013. He served as managing director of Banyan Street Capital, a private real estate investment firm, from May 2011 to July 2012, and as chief financial officer and chief accounting officer for Eola from September 2005 to May 2011. From June 2004 to September 2005, Mr. Francis was the director of finance for Insurance Office of America, a private insurance agency, and from May 1998 to May 2004, he worked in public accounting as a tax manager for middle-market companies focusing primarily in construction and real estate. Mr. Francis received a B.S. from the University of Florida and is a licensed Certified Public Accountant.

JASON A. BATES, Age 34

Mr. Bates has served as our Executive Vice President and Chief Investment Officer since June 2016. Mr. Bates previously served as Legacy Parkway’s executive vice president and chief investment officer from September 2014 until its merger with Cousins. He served as Legacy Parkway’s senior vice president, head of transactions from November 2013 to September 2014 and as vice president of investments from December 2011 to November 2013. He served as vice president of finance and investments for Cogdell Spencer, a publicly traded REIT focused on the healthcare space, from January 2007 to December 2011 and, prior to that, in the real estate investment banking group at Bank of America Securities from February 2005 to December 2006. Mr. Bates received a B.A. from Virginia Tech.

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Compensation of Executive Officers

The following section sets forth certain information with respect to the compensation of Messrs. James R. Heistand, M.  Jayson Lipsey, and Scott E. Francis, our named executive officers (the “Named Executive Officers”).

Summary Compensation Table

The following table summarizes for the year ended December 31, 2016, the amount of compensation paid by us to the Named Executive Officers.

Narrative Disclosure to Summary Compensation Table

Effects of the Merger, the Separation, and the Spin-Off on Outstanding Legacy Parkway Equity-Based Compensation Awards

The merger of Legacy Parkway and Cousins, the separation of the Houston Business, and the spin-off were effected pursuant to the Merger Agreement, and pursuant to that certain Separation, Distribution and Transition Services Agreement (the “Separation and Distribution Agreement”), dated as of October 5, 2016, among us, Legacy Parkway, Cousins and certain other parties thereto.

For the Named Executive Officers who were employees of Legacy Parkway prior to the effective time of the merger and who transferred to us, their Legacy Parkway RSU awards that converted into Cousins RSU awards under the Merger Agreement and their Legacy Parkway stock options that converted into Cousins stock options under the Merger Agreement were converted into, or exchanged for, RSUs or stock options in respect of Common Stock, respectively, in each case of substantially equivalent value, with terms and conditions substantially similar to the terms applicable to the respective Legacy Parkway award prior to the effective time of the merger. Moreover, with respect to the Legacy Parkway LTIP units held by these officers immediately prior to closing of the merger, certain outstanding LTIP units were converted into Cousins RSU awards, which then were converted into, or exchanged for RSUs in respect of Common Stock of substantially equivalent value, with terms and conditions substantially similar to the terms applicable to the Legacy Parkway LTIP units prior to the effective time of the merger. Certain other Legacy Parkway LTIP units were fully vested and converted into limited partnership units of Parkway LP (“OP units”), on a one-for-one basis and for purposes of such conversion, any performance conditions were deemed to be satisfied at the maximum level.

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After taking into account the effects of the merger, the separation, and the spin-off and the terms of the employment agreements (described below), the Named Executive Officers held the following equity interests in the Company, as converted from Legacy Parkway outstanding equity awards:

In addition, after taking into account the conversion of certain LTIP units of Parkway LP into OP units, as described above, as of December 31, 2016, (i) Mr. Heistand held 13,937 OP units of Parkway LP, (ii) Mr. Lipsey held 7,262 OP units of Parkway LP, and (iii) Mr. Francis held 5,306 OP units of Parkway LP.

Employment Agreements

In recognition of the transformational aspects of the separation and the spin-off on our business, the Compensation Committee undertook a comprehensive review of our executive compensation policies following the spin-off from Cousins. As a result of that review, the Compensation Committee recommended that the Board of Directors approve, and the Board of Directors approved, employment agreements with the Named Executive Officers. We entered into the employment agreements on December 12, 2016, which superseded and replaced in their entirety the prior employment agreements with Legacy Parkway that we assumed in connection with the spin-off, pursuant to which Mr. Heistand continued his employment as the President and Chief Executive Officer, Mr. Lipsey continued his employment as the Executive Vice President and Chief Operating Officer, and Mr. Francis continued his employment as the Executive Vice President, Chief Financial Officer and Chief Accounting Officer.

Employment Agreement with Mr. Heistand

Mr. Heistand’s employment agreement has a term beginning on December 12, 2016 and ending on December 31, 2019, with automatic one-year renewals unless either we or Mr. Heistand elects not to renew the term of the employment agreement by providing the other party with 90 days’ notice. However, upon the occurrence of a “change in control” (as defined in the employment agreement), the term of the employment agreement will automatically extend until the later of the second anniversary of such change in control and the date on which the term would otherwise have ended.

Pursuant to the employment agreement, Mr. Heistand’s base salary is $750,000, which is subject to annual review and may be increased by the Compensation Committee in its sole discretion, and Mr. Heistand is entitled to earn an annual cash bonus under a discretionary annual cash incentive program, as may be established or approved by the Board of Directors or the Compensation Committee, with a target opportunity equal to 150% of his base salary then in effect. The annual cash incentive target opportunity will be annually reviewed and may be increased by the Compensation Committee in its sole discretion. For the 2016 calendar year, to compensate for his efforts with respect to the business both before and after the spin-off and to recognize his extraordinary efforts in preparing for and consummating the separation and the spin-off, we paid Mr. Heistand a transition bonus in lieu of an annual bonus for the 2016 calendar year in an amount of $1,025,000.

Mr. Heistand is also eligible to receive an annual equity grant under the 2016 Omnibus Equity Incentive Plan in the amount and form as the Board of Directors or the Compensation Committee deems appropriate. For the 2017 calendar year, he received a grant of performance-based RSUs covering 74,027 target units and a grant of 19,368 time-based RSUs. The performance-based RSUs will vest based upon achievement of certain total stockholder return performance metrics over the three-year performance period commencing on December 12, 2016, subject to Mr. Heistand’s continued employment. The time-based RSUs will vest in equal annual installments over three years commencing on December 12, 2016. Pursuant to the employment agreements, the vesting period of the RSUs granted at the time of the spin-off (“Transition RSUs”) were amended such that those RSUs vested 50% on January 1, 2017, and the remaining 50% will vest in equal installments on each of the first, second, and third anniversaries of the closing date of the merger, in each case subject to Mr. Heistand’s continued service with us on the applicable vesting date.

In addition, Mr. Heistand is entitled to participate in all employee benefit plans and programs available generally to the other executives, including reimbursement of reasonable business expenses and no fewer than 25 vacation days per year.

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Except in the case of a change in control of the Company (described below), if we terminate Mr. Heistand without “cause” (including our election not to renew and/or extend the term of the employment agreement where he is willing to do so) or he resigns for “good reason” (each as defined in the employment agreement) (a “Regular Involuntary Termination”), Mr. Heistand will be entitled to:

Furthermore, if the Regular Involuntary Termination is prior to December 12, 2018, and subject to Mr. Heistand’s execution of a release and non-compete agreement, severance is enhanced with a lump sum payment of an amount equal to 2.9 times the sum of (A) his then-current base salary and (B) his then-current annual cash incentive target opportunity.

In lieu of the foregoing, if we terminate Mr. Heistand without “cause” (including our election not to renew and/or extend the term of the employment agreement where he is willing to do so) or resigns for “good reason” (each as defined in the employment agreement), in each case within the 90 days prior to a “change in control” or two-year period following a “change in control,” or we deliver a notice of intent not to renew the term within the 90 days prior to a “change in control,” or if he dies or becomes disabled within the two-year period following a “change in control” (as such term is defined in the employment agreement) (such events together, a “Heistand CIC Termination”), Mr. Heistand will be entitled to:

Payment of the foregoing amounts or benefits in clauses (iv)-(viii) in connection with a Regular Involuntary Termination and clauses (iv)-(v) and (vii) in connection with a Heistand CIC Termination are subject to and conditioned upon Mr. Heistand’s execution of a general release and waiver in a form reasonably acceptable to us and Mr. Heistand’s compliance with the restrictive covenants contained in the employment agreement (the “Release and Non-Compete Agreement”).

Upon Mr. Heistand’s termination of employment due to death or “disability” (as defined in the employment agreement), other than within the two-year period following a “change in control”, Mr. Heistand (or, in the case of his death, his estate) will be entitled to:

In the event that Mr. Heistand voluntarily terminates his employment with us after the three-year initial term of the employment agreement or after identifying and hiring if necessary a replacement president and chief executive officer of the Company deemed

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acceptable to the Board of Directors in its reasonable discretion, Mr. Heistand’s outstanding equity or equity-based awards subject to (i) time-based vesting will immediately vest pro rata based on the number of completed months in the vesting period and (ii) performance-based vesting will vest pro rata based on the number of completed whole years of the performance period and on the actual performance achievement level through the entire duration of the applicable performance period.

Mr. Heistand’s employment agreement also includes certain restrictive covenants. The covenants include (i) confidentiality and non-disparagement restrictions during the term of the employment agreement and thereafter, (ii) non-competition restrictions on Mr. Heistand during the term of the employment agreement and for 12 months thereafter, and (iii) non-solicitation restrictions on Mr. Heistand during the term of the employment agreement and for 18 months thereafter to two years thereafter depending on the type of termination of employment. We may also recover incentive and other compensation paid to Mr. Heistand, as and to the extent required by applicable law and “clawback” policy, as in effect from time to time.

Employment Agreements with Messrs. Lipsey and Francis

The employment agreements of Messrs. Lipsey and Francis have a term beginning on December 12, 2016 and ending on December 31, 2019, with automatic one-year renewals unless we or the executive elects not to renew the term of the employment agreement by providing the other party with 90 days’ notice. However, upon the occurrence of a “change in control” (as defined in the employment agreement), the term of the employment agreement will automatically extend until the later of the second anniversary of such change in control and the date on which the term would otherwise have ended.

Pursuant to the employment agreements, Mr. Lipsey’s base salary is $450,000, and Mr. Francis’ base salary is $400,000. Each executive’s base salary will be annually reviewed by the Compensation Committee and may be increased in the Compensation Committee’s sole discretion.

In addition, each executive is entitled to earn an annual cash bonus under a discretionary annual cash incentive program as may be established or approved by the Board of Directors or the Compensation Committee. Mr. Lipsey’s annual cash incentive target opportunity is 95% of his base salary then in effect; and Mr. Francis’ annual cash incentive target opportunity is 90% of his base salary then in effect. Each executive’s annual cash incentive target opportunity will be annually reviewed and may be increased by the Compensation Committee in its sole discretion. For the 2016 calendar year, to compensate for each of the executive’s efforts with respect to the business both before and after the spin-off and to recognize the extraordinary efforts of each executive in preparing for and consummating the separation and the spin-off, we paid each executive a transition bonus in lieu of an annual bonus for the 2016 calendar year, in an amount of $427,500 for Mr. Lipsey and $360,000 for Mr. Francis.

Each executive is also eligible to receive an annual equity grant under the 2016 Omnibus Equity Incentive Plan in the amount and form as the Board of Directors or the Compensation Committee deems appropriate. For the 2017 calendar year, Messrs. Lipsey and Francis received a grant of performance-based RSUs covering 32,572 and 29,611 target units, respectively, and a grant of 8,522 and 7,747 time-based RSUs, respectively. The performance-based RSUs will vest based upon achievement of certain total stockholder return performance metrics over the three-year performance period commencing on December 12, 2016, subject to the executive’s continued employment. The time-based RSUs will vest in equal annual installments over four years commencing on December 12, 2016. Pursuant to the employment agreements, the vesting period of Transition RSUs granted to the executives were amended such that those RSUs vested 50% on January 1, 2017 and the remaining 50% will vest in equal installments on each of the first, second, and third anniversaries of the closing date of the merger, in each case subject to the executive’s continued service with us on the applicable vesting date.

In addition, each executive is entitled to participate in all employee benefit plans and programs available generally to the other executives, including reimbursement of reasonable business expenses and vacation days in accordance with our policies.

Except in the case of a change in control of the Company (described below), if there is a Regular Involuntary Termination, the executive will be entitled to:

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Furthermore, if the Regular Involuntary Termination is prior to December 12, 2018, and subject to executive’s execution of a release and non-compete agreement, severance is enhanced with a lump sum payment of an amount equal to the sum of (A) 24 months of his then-current base salary and (B) two times his then-current annual cash incentive target opportunity.

In lieu of the foregoing, if we terminate the executive without “cause” (including our election not to renew and/or extend the term of the employment agreement where the executive is willing to do so) or he resigns for “good reason” (each as defined in the employment agreement), in each case within the 90 days prior to a “change in control” or two-year period following a “change in control,” or we deliver a notice of intent not to renew the term within the 90 days prior to a “change in control” (as such term is defined in the employment agreement) (such events together, a “CIC Termination”), the executive will be entitled to:

Payment of the foregoing amounts or benefits in clauses (iv)-(viii) in connection with a Regular Involuntary Termination and clauses (iv)-(v) and (vii) in connection with a CIC Termination are subject to and conditioned upon the executive’s execution of a general release and waiver in a form reasonably acceptable to us and the executive’s compliance with the Release and Non-Compete Agreement.

Upon the executive’s termination of employment due to death or “disability” (as defined in the employment agreement), the executive (or, in the case of his death, his estate) will be entitled to:

The employment agreements also include certain restrictive covenants. The covenants include (i) confidentiality and non-disparagement restrictions during the term of the employment agreement and thereafter, (ii) non-competition restrictions on the executive during the term of the employment agreement and for 12 months thereafter, and (iii) non-solicitation restrictions on the executive during the term of the employment agreement and for 12 months thereafter. We may also recover incentive and other compensation paid to the executives, as and to the extent required by applicable law and “clawback” policy, as in effect from time to time.

2016 Omnibus Equity Incentive Plan

For information regarding the 2016 Omnibus Equity Incentive Plan and awards thereunder, see “—Summary of the Material Terms of the 2016 Omnibus Equity Incentive Plan” on page 18.

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Outstanding Equity Awards at 2016 Fiscal Year-End

Equity Compensation Plan Information

The following table sets forth the securities authorized for issuance under our equity compensation plans as of December 31, 2016: