Not independent
Tenure on this board
33.4 yrs
7 nominees · 3 ballot items.
Re-election of seven directors; ratification of Deloitte as independent auditors for 2026; advisory (non-binding) approval of executive compensation (Say-on-Pay).
Re-election of the Board’s seven director nominees to serve one-year terms.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Proposal asks shareholders to ratify Deloitte & Touche LLP as the Company’s independent registered public accountant for 2026. Management (via the Audit Committee) seeks shareholder approval to confirm its choice after evaluating the firm’s performance, qualifications, independence, fees, tenure, and the impact of changing auditors. The Audit Committee concluded Deloitte’s retention supports audit quality and continuity; a representative of Deloitte will attend the meeting. Ratification is a routine governance matter requiring a majority of votes cast, and brokers may vote on this routine matter even without beneficiary instructions.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy.
This management proposal requests a non-binding advisory (say-on-pay) approval of executive compensation as disclosed in the proxy. Management argues that the program aligns pay with performance using short- and long-term incentives (AIP and LTIP), robust governance (independent committees, compensation consultant), performance metrics (AFFO, NOI, leasing, TSR), clawback policy, and stock ownership guidelines, and notes prior high shareholder support. The advisory vote is nonbinding but will be considered by the Compensation Committee and Board in future compensation decisions. Brokers cannot vote on this matter without instructions from beneficial owners, per NYSE rules.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CANYON CAPITAL ADVISORS LLC | 27.36% | 8,466,294 | $325M |
| 2 | OAKTREE CAPITAL MANAGEMENT LPActivist | 6.96% | 2,153,717 | $83M |
| 3 | BlackRock, Inc. | 2.60% | 805,527 | $31M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.56% | 791,452 | $30M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.18% | 674,333 | $26M |
| 6 | STATE STREET CORP | 2.07% | 640,254 | $25M |
| 7 | BlackRock, Inc. | 2.03% | 626,924 | $24M |
| 8 | Taconic Capital Advisors LP | 1.97% | 608,332 | $23M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.40% | 434,609 | $17M |
| 10 | ARROWSTREET CAPITAL, LIMITED PARTNERSHIP | 1.34% | 414,120 | $16M |
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