Independent
Tenure on this board
13.6 yrs
Also a director at
American Airlines Group Inc (AAL)
10 nominees · 3 ballot items.
Election of ten trustees; Ratification of Ernst & Young LLP as independent auditors; Advisory (non-binding) approval of named executive officer compensation.
Elect ten trustee nominees named in the proxy statement to serve until the 2027 Annual Meeting.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the company’s named executive officer compensation as disclosed in the proxy materials. Management is seeking shareholder endorsement of its pay programs to demonstrate alignment with shareholders and to inform the Human Capital and Compensation Committee in future compensation decisions. The company emphasizes a pay-for-performance philosophy, with a significant portion of executive pay delivered as equity (60% PSUs/40% RSUs), metrics tying long-term incentives to relative TSR and Core FFO growth, and annual cash incentives linked 70% to Core FFO per share and 30% to individual goals. The Board references strong past shareholder support (95% in 2025) and continuing shareholder engagement; it recommends a “FOR” vote and indicates it will consider voting results in future decisions. Key governance features cited include double-trigger change-in-control protection, clawback policy, robust ownership guidelines, no single-trigger CIC cash or gross-ups, and no hedging or pledging. The advisory vote is non-binding but influential; a “FOR” vote supports management’s compensation approach, while a substantial “AGAINST” vote could trigger a review and potential program changes by the Human Capital and Compensation Committee.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.0% | 28,684,978 | $801M |
| 2 | BlackRock, Inc. | 6.2% | 22,196,542 | $620M |
| 3 | PRINCIPAL FINANCIAL GROUP INC | 5.2% | 18,584,307 | $519M |
| 4 | STATE STREET CORP | 4.5% | 16,218,219 | $453M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.1% | 14,626,232 | $408M |
| 6 | BlackRock, Inc. | 3.9% | 14,017,181 | $391M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 6,280,819 | $175M |
| 8 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 1.6% | 5,679,322 | $159M |
| 9 | FMR LLC | 1.4% | 5,096,099 | $142M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.4% | 5,090,967 | $142M |
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