Not independent
Tenure on this board
3.0 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve a non-binding advisory vote on the compensation of the company’s named executive officers.
Elect nine director nominees (Timothy S. Johnson; F. Austin Peña; Leonard W. Cotton; Jean Hsu; Nnenna Lynch; Michael B. Nash; Henry N. Nassau; Gilda Perez‑Alvarado; Lynne B. Sagalyn) to serve on the board.
Ratify the appointment of 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 (Compensation Discussion and Analysis, compensation tables and related disclosures).
This management proposal asks stockholders to cast a non‑binding advisory vote approving the Company’s disclosed executive compensation for its Named Executive Officers. Management seeks shareholder approval to affirm its compensation philosophy and practices, which emphasize alignment via equity‑based awards rather than direct cash compensation from the Company because the Company is externally managed by an affiliate of Blackstone. Key context includes that the Company’s Named Executive Officers are employees of the Manager and are largely compensated by affiliates of the Manager, that the Company occasionally grants restricted shares to further align interests, and that the compensation committee considers firm‑level and Company performance, as well as prior stockholder feedback, when granting awards. The proposal is advisory only and will not bind the board, but the board and compensation committee state they will consider the voting results in future compensation decisions; prior support was approximately 94% in 2025. Approving the proposal signals investor support for the existing external‑manager compensation arrangements and the use of equity grants to align interests, while a negative vote would signal governance concerns prompting the board and compensation committee to reassess elements of pay design or disclosure. Relevant governance considerations include the external management structure, potential opacity around the portion of executive compensation attributable to Company services, and the limited direct cash compensation from the Company, which may raise questions for some investors about accountability and pay-for-performance linkage. The board’s recommendation emphasizes alignment and the use of equity awards, but sophisticated investors will weigh whether disclosed metrics and incentive structures sufficiently tie pay to the Company’s financial and shareholder outcomes, given the Manager’s broader responsibilities and compensation incentives. Ultimately, the vote is a governance signal: a strong FOR vote supports management’s current approach; a substantial AGAINST vote would likely trigger engagement and potential adjustments to compensation practices or disclosures to address stockholder concerns.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.70% | 18,042,682 | $346M |
| 2 | Blackstone Inc. | 5.50% | 9,283,323 | $178M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.21% | 8,789,050 | $168M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.28% | 7,212,678 | $138M |
| 5 | STATE STREET CORP | 3.64% | 6,146,611 | $121M |
| 6 | BlackRock, Inc. | 2.72% | 4,583,078 | $88M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.97% | 3,321,204 | $64M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.46% | 2,470,144 | $47M |
| 9 | GRS Advisors, LLC | 1.18% | 1,985,984 | $38M |
| 10 | Qube Research Technologies Ltd | 0.93% | 1,569,662 | $30M |
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