Independent
Tenure on this board
4.1 yrs
6 nominees · 4 ballot items.
Elect six directors; non-binding advisory approval of executive compensation (say-on-pay); non-binding advisory vote on frequency of say-on-pay; ratify appointment of BDO USA, P.C. as independent registered public accountants for 2026.
Elect six directors (Cathrine Cotman, David Dupuy, Alan Gardner, Claire Gulmi, Robert Hensley, and Lawrence Van Horn) each to serve a one-year term expiring in 2027.
Advisory (say-on-pay) vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This management proposal requests an advisory 'say-on-pay' approval of the company's disclosed named executive officer compensation. Management seeks shareholder endorsement to validate its compensation philosophy that emphasizes alignment of executive pay with company performance via significant equity-based awards and performance metrics (AFFO per share, dividend payout coverage, debt to total capitalization, and individual performance). The vote is non-binding, but the Compensation Committee and Board commit to considering the outcome when designing future programs; the Board recommends voting FOR, citing their view that the program effectively aligns pay and performance, retains talent, and supports long-term shareholder value. The proposal's context includes recent reductions in target incentive opportunities to better align pay with performance and prior strong shareholder support (approx. 88% in 2025). Supporters may view the program's emphasis on long-term equity, clawback policies, and performance-based RSUs as governance strengths, while critics could point to high equity concentration, potential dilution, and past realized pay discrepancies. Because the vote is advisory, its primary effect is reputational and may influence future compensation design rather than compel action.
Advisory vote to select the frequency (one, two, or three years) for future advisory votes on executive compensation; Board recommends annual (one year).
This management proposal asks shareholders to indicate, on a non-binding advisory basis, how often the company should hold future 'say-on-pay' advisory votes—options are one, two, or three years. The Board supports annual voting, arguing it affords more frequent shareholder feedback and aligns with industry norms; it recommends stockholders vote for a '1 YEAR' frequency. The vote is non-binding; if no option receives a majority, the Board will consider the plurality outcome. The issue matters for governance cadence—annual votes allow quicker responses to shareholder concerns but may increase administrative burden and short-term focus; less frequent votes reduce administrative costs but lessen shareholder input cadence. The Board frames annual voting as beneficial for engagement and oversight.
Ratify BDO USA, P.C. as the Company's independent registered public accountants for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 6.95% | 1,985,343 | $32M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.16% | 1,473,804 | $23M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.05% | 1,158,363 | $18M |
| 4 | BlackRock, Inc. | 3.98% | 1,137,856 | $18M |
| 5 | SYSTEMATIC FINANCIAL MANAGEMENT LP | 3.83% | 1,094,414 | $17M |
| 6 | BlackRock, Inc. | 3.29% | 939,163 | $15M |
| 7 | KENNEDY CAPITAL MANAGEMENT LLC | 3.19% | 911,995 | $14M |
| 8 | Nuveen, LLC | 2.90% | 828,835 | $13M |
| 9 | Invesco Ltd. | 2.85% | 814,732 | $13M |
| 10 | STATE STREET CORP | 2.72% | 775,965 | $12M |
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