Americold Realty Trust

This management proposal asks shareholders to cast a non‑binding advisory vote approving the compensation of Americold’s named executive officers as disclosed in the proxy. Management seeks this advisory approval to confirm stockholder support for its overall compensation philosophy and pay practices—emphasizing pay‑for‑performance, a mix of annual cash incentives and multi‑year equity awards, and meaningful ownership guidelines—to attract, retain and motivate executives. The Compensation Committee highlights that a significant portion of compensation is performance‑based (including multi‑year AFFO and relative TSR metrics) and that they adjusted the LTIP in 2025 to add AFFO alongside TSR in response to shareholder feedback. The vote is advisory only, but the Board and Compensation Committee will consider the outcome when setting future compensation. Contextually, the prior year’s say‑on‑pay received approximately 76% support, prompting responsive changes (no routine off‑cycle awards in 2025 and enhanced LTIP metrics). Management recommends FOR because it views the program as aligned with long‑term stockholder interests, with governance safeguards (clawback, double‑trigger CIC protection, independent committee oversight). Key governance context includes independent committee oversight, an independent compensation consultant, and ongoing stockholder engagement. While advisory, approval signals shareholder endorsement of the design and execution of executive pay; a failure would prompt further engagement and potential plan adjustments. Overall, the proposal requests a simple affirmative advisory vote to endorse the company’s disclosed executive compensation approach and outcomes.

The shareholder proposal seeks an amendment of Americold’s governing documents to permit removal of directors with or without cause by a simple majority of votes cast. The proponent (Comptroller of the City of New York on behalf of several NYC public pension systems) contends Americold’s current framework—removal only for cause between meetings and a two‑thirds outstanding share requirement—entrenches the board, pointing to a very narrow definition of “cause,” institutional investor and proxy advisor norms favoring removal without cause, and the company’s negative multi‑year TSR as evidence of misalignment. The Board opposes, arguing that annual director elections already provide shareholders with an effective accountability mechanism, that removal for cause between meetings preserves board stability and continuity, and that allowing removal without cause between meetings could invite distracting, destabilizing campaigns and opportunistic investors. Company‑specific context includes recent engagement with stockholders, a non‑classified board (directors stand for annual election), proxy access rights, recent appointments of independent directors pursuant to a cooperation agreement, and governance safeguards such as majority vote standard and independent committees. The governance trade‑off centers on shareholder empowerment and accountability versus board stability and long‑term oversight capability; proponents emphasize alignment with governance norms and investor protections while the board emphasizes minimizing disruption and preserving experienced oversight. Institutional investors and proxy advisors tend to prefer majority removal rights, but the Board argues that Americold’s other governance features and annual elections sufficiently protect shareholder interests. If adopted, the change would require charter/bylaw amendments and could materially lower the barrier for director removal campaigns; management warns of potential unintended consequences including short‑termism. The vote is advisory and non‑binding, but a favorable result could lead the Board to reassess governance documents; a negative result reinforces the Board’s current stance and governance structure.