Not independent
Tenure on this board
12.7 yrs
5 nominees · 5 ballot items.
Stockholders will vote to elect five directors, approve on a non-binding advisory basis the compensation of the company’s named executive officers for 2025 (Say-on-Pay), ratify Ernst & Young LLP as the company’s independent auditors for 2026, approve a charter amendment removing the board’s exclusive power to amend the bylaws, and consider any other business properly brought before the meeting.
Election of the five director nominees named in the Proxy Statement to hold office until the next annual meeting and until their successors are duly elected and qualified.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers for the year ended December 31, 2025 as disclosed in the Proxy Statement.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation disclosed for the company’s named executive officers for 2025. Management is seeking this advisory endorsement to confirm stockholder support for its executive pay philosophy and implementation, and to solicit feedback that the Compensation Committee will consider in future design and awards. Contextually, the company completed an Internalization in November 2024 and maintained prior compensation levels in 2025 largely for retention during the transition, while implementing a redesigned 2026 executive compensation plan that shifts emphasis toward performance in consultation with an independent advisor (Ferguson Partners Consulting). The proposal is non-binding and advisory, but a meaningful negative vote in prior years (approximately 39% withheld in 2025) led the company to engage with investors and redesign its pay program. The Board recommends a FOR vote, asserting that the disclosed compensation aligns pay with retention and, increasingly, with company performance, incorporates long-term equity incentives and clawback provisions, and follows market benchmarking. Management also emphasizes that the Compensation Committee is independent, engaged with institutional investors post-2025 vote, and has adopted changes (including a 2026 plan with performance-based and time-based restricted stock units) aimed at strengthening alignment with shareholder interests. Voters should evaluate whether the disclosed mix of base salary, discretionary cash bonuses, the adoption of an Executive Severance Plan, and the move from LTIP Units to restricted stock units with multi-year vesting appropriately align incentives without encouraging excessive risk taking. Because the vote is advisory, its primary practical effect is to guide the Compensation Committee’s future decisions and shareholder engagement; a significant vote against could prompt further changes or outreach. In assessing merit, sophisticated investors should weigh the company’s recent governance changes (internalization, new compensation plan, independent consultant engagement), historical say-on-pay outcomes, and the specific pay adjustments and retention payments made during 2025.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Company’s charter to remove the Board’s exclusive power to adopt, alter or repeal any provision of the bylaws and make new bylaws, thereby giving stockholders concurrent power to amend the bylaws.
This proposal would amend the Company’s charter by deleting the sentence in Section 6.7 that grants the Board the exclusive power to adopt, alter or repeal bylaws, thereby making the charter consistent with the Company’s Second Amended and Restated Bylaws (adopted in April 2023) that already permit stockholders to amend the bylaws. Management is seeking shareholder approval because the charter’s supremacy would otherwise preserve the Board’s exclusive bylaw-amendment authority even though the bylaws permit stockholder amendments; removing exclusivity harmonizes governance documents and empowers stockholders to effect bylaw changes without Board approval. The Board frames the change as a corporate governance enhancement and points to the company’s commitment to good governance as a rationale; it also notes that an identical proposal failed in 2024 with approximately 44% support, and the Board has reprised the measure in March 2026 believing it remains in stockholders’ best interests. Approving the amendment requires a majority of all votes entitled to be cast, a higher threshold than many routine proposals, and abstentions or broker non-votes will have the same effect as votes against the amendment. From a stockholder-perspective, the amendment increases shareholder power over procedural governance rules (bylaws), potentially enabling stockholders to change meeting procedures, nomination rules or other bylaw provisions without Board consent; conversely, it reduces the Board’s unilateral control over procedural rules and may increase shareholder-driven rule changes. The company argues the amendment simply aligns charter language with recently adopted bylaws and corporate governance best practices, while opponents (implicit given prior dissents) may fear unintended governance instability or activist-driven bylaw changes. In evaluating the proposal, sophisticated investors should consider the company’s governance track record, the 2024 vote outcome, the specific bylaw powers stockholders could exercise post-amendment, and the required voting standard—because the amendment’s approval threshold and the potential for broker non-votes to act as negatives meaningfully constrain passage. If approved and filed with Maryland’s SDAT, the amendment would take effect upon recordation, after which stockholders would have concurrent authority to adopt, repeal or amend bylaws without Board approval.
Such other business as may properly be brought before the Annual Meeting and any adjournments or postponements thereof.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 1,568,799 | $4M |
| 2 | Summit Financial, LLC | 2.8% | 1,024,853 | $3M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.7% | 609,184 | $2M |
| 4 | TPG GP A, LLC | 1.5% | 556,605 | $1M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.2% | 429,864 | $1M |
| 6 | CITADEL ADVISORS LLC | 1.2% | 425,084 | $1M |
| 7 | BlackRock, Inc. | 0.9% | 345,785 | $864K |
| 8 | TWO SIGMA INVESTMENTS, LP | 0.7% | 273,892 | $685K |
| 9 | VANGUARD FIDUCIARY TRUST CO | 0.6% | 223,341 | $558K |
| 10 | Corient Private Wealth LLC | 0.5% | 169,536 | $424K |
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