Theodore R. Bigman
Independent
Tenure on this board
New nominee
9 nominees · 3 ballot items.
Stockholders will vote to elect nine directors, ratify KPMG LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory vote to approve the compensation of the company's named executive officers.
Election of nine director nominees to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee's selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s disclosed named executive officer compensation. Management seeks approval to confirm that its compensation framework—comprised of base salary, a cash short-term incentive plan tied primarily to Normalized FFO and portfolio NOI metrics, time-based LTIP units, performance-based LTIP units tied to three-year relative TSR, and a one-time five-year special performance-based equity program—is aligned with long-term stockholder interests and retention objectives. The board and Compensation Committee emphasize that the 2025 program increased the equity weighting of pay, introduced rigorous multi-year TSR and total enterprise value hurdles for special awards, and adopted market-based benchmarking and independent consultant review to ensure competitiveness. The advisory vote is non-binding, but management intends to treat the result as important feedback and the Compensation Committee will consider shareholder views in future compensation design. Contextually, the company recently completed leadership succession, is undertaking a strategic transformation and rebranding, and the Compensation Committee designed awards to incentivize execution of that transformation while balancing retention and performance alignment. The board’s recommendation to vote FOR is premised on view that pay outcomes will be directly tied to measurable performance targets, that the special award is 100% performance-based with demanding targets, and that the program’s governance (independent committee oversight, peer benchmarking, and consultant support) mitigates potential governance concerns. The proposal also acknowledges the historical strong stockholder support for say-on-pay and reiterates that, because the vote is advisory, the board retains discretion to modify programs but will respond to significant negative feedback. Overall, the board frames this vote as an endorsement of a compensation architecture intended to align management incentives with value creation during the company’s multi-year strategic reset.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.31% | 4,034,148 | $22M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.60% | 3,494,102 | $19M |
| 3 | Irenic Capital Management LP | 4.59% | 3,485,643 | $19M |
| 4 | BlackRock, Inc. | 4.33% | 3,292,112 | $18M |
| 5 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.96% | 3,006,679 | $17M |
| 6 | BlackRock, Inc. | 3.70% | 2,810,635 | $15M |
| 7 | STATE STREET CORP | 2.76% | 2,092,699 | $12M |
| 8 | Invesco Ltd. | 2.42% | 1,836,886 | $10M |
| 9 | FRANKLIN RESOURCES INC | 2.41% | 1,832,149 | $10M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.40% | 1,823,298 | $10M |
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