Not independent
Tenure on this board
22.1 yrs
4 nominees · 3 ballot items.
Stockholders will vote to elect four directors to three-year terms, ratify Deloitte & Touche LLP as the Company’s 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 as disclosed in the proxy statement.
Elect four directors (B. Francis Saul II; D. Todd Pearson; H. Gregory Platts; Helgi C. Walker) to serve until the 2029 annual meeting.
Ratify Deloitte & Touche 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 Company’s named executive officers as disclosed in the proxy statement (the "say-on-pay" vote).
This proposal asks stockholders to cast a non-binding, advisory vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management is seeking shareholder approval to validate its overall executive pay philosophy, which it describes as intended to attract and retain qualified officers, reward superior performance, and provide long-term incentives aligned with stockholder interests. The Company’s compensation program includes base salaries, discretionary annual bonuses, and equity awards that are split between time-vested restricted stock and performance-based restricted stock tied to Funds From Operations (FFO) targets, with performance vesting on a sliding scale and time-vesting schedules designed to promote retention. The Board and Compensation Committee emphasize that the vote is advisory and non-binding, but state that they will consider any significant negative vote when reviewing compensation policies and practices. Contextually, the Company has adopted a triennial say-on-pay schedule (following the 2023 vote where ~94.8% supported the pay program) and has policies such as an incentive-based compensation recoupment policy and insider trading/anti-hedging rules intended to mitigate governance and risk concerns. Management frames its approach as subjective and discretionary—relying on committee judgment and CEO recommendations rather than strict formulas—which could both allow flexibility in rewarding performance and raise questions for investors preferring formulaic, metrics-driven pay. The Board’s recommendation to vote FOR rests on its view that the current mix of cash and equity incentives aligns executive and stockholder interests, that the performance-based equity uses FFO (a common REIT metric) as the performance measure, and that existing governance safeguards (independent committees, recoupment policy, disclosure) mitigate potential agency risk. Given the advisory nature of the vote, a material negative outcome would prompt the Compensation Committee to engage with investors and consider changes, but the vote will not legally bind the Company to alter prior awards or contracts.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 5.72% | 1,404,216 | $46M |
| 2 | T. Rowe Price Investment Management, Inc. | 5.49% | 1,347,344 | $44M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.36% | 1,316,280 | $43M |
| 4 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.99% | 734,801 | $24M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.38% | 583,283 | $19M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 2.35% | 576,381 | $19M |
| 7 | STATE STREET CORP | 2.12% | 519,410 | $17M |
| 8 | BlackRock, Inc. | 1.85% | 453,519 | $15M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.18% | 290,613 | $9M |
| 10 | AMERIPRISE FINANCIAL INC | 0.86% | 211,087 | $7M |
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