Not independent
Tenure on this board
New nominee
12 nominees · 4 ballot items.
Elect eleven directors; ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026; provide a non-binding advisory vote to approve the compensation of the Named Executive Officers; and vote on any other matters properly brought before the meeting.
Elect the eleven nominees named in the Proxy Statement to serve on the Board of Directors until the next annual meeting.
Non-binding advisory ratification of the Audit Committee’s appointment of Ernst & Young 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 Compensation Discussion and Analysis and accompanying tables in the Proxy Statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s Named Executive Officers as disclosed in the CD&A and related tables. Management seeks this approval to validate its compensation philosophy, which emphasizes pay-for-performance and retention: base salary, an annual cash incentive tied to Adjusted EBITDA and specific short-term goals with a Strategic Business Goals modifier, and a significant equity component consisting of time-based and performance-based RSUs that vest over multi-year periods and are adjusted by a relative TSR modifier. The Compensation Committee frames the program to align executives with stockholders through Normalized FFO performance metrics and an rTSR modifier, and to reinforce retention via multi-year vesting schedules and stock ownership guidelines. For 2025 the plan included special incentives for activating idle facilities and a Strategic Business Goals modifier tied to resident reentry, human-rights consultations, employee retention initiatives, and frontline vacancy reduction—factors management argues are material to long-term value and risk management. The Board recommends FOR the proposal, arguing the program appropriately balances short- and long-term incentives, includes safeguards (caps, minimum thresholds, and clawback/recoupment policies), and is competitive within the peer group used by the Compensation Committee. Because the vote is advisory, it will not bind the Compensation Committee, but the Committee has committed to review and consider the voting outcome when setting future pay. The Company’s 2025 outcomes (e.g., Adjusted EBITDA, Normalized FFO, rTSR) produced above-target payouts and equity vesting; management asserts that these results demonstrate the pay-for-performance design. Investors should note the non-binding nature of the vote, the detailed mechanics (Adjusted EBITDA ranges, Short-Term Goals, Strategic Business Goals modifiers, Normalized FFO vesting grid and rTSR adjustments), and the potential governance considerations (large equity grants, special one-time awards, and change-in-control/severance provisions) that bear on assessing alignment between executive pay and shareholder interests.
Such other matters as may properly come before the virtual Annual Meeting or any adjournments or postponements thereof.
This is a catch‑all, procedural proposal covering any additional matters properly presented at the meeting, including adjournments or procedural questions. It does not describe a specific substantive action and, as of the date of the Proxy Statement, the Company is not aware of any other matters to be presented. The Board has authorized the named proxy holders to vote proxies on any such matters as recommended by the Board or, if no recommendation is given, in their discretion; this gives the Company flexibility to address unforeseen or ministerial items at the meeting. For stockholders, the practical effect is that routine procedural items or uncontested ministerial matters will typically be resolved by the Board’s designees, while any unexpected substantive proposal would likely be accompanied by disclosure and discussion. Broker discretionary voting limitations and the treatment of abstentions or broker non‑votes may affect the outcome for certain categories of proposals. Investors concerned about any unanticipated items should monitor filings and meeting disclosures and, if needed, contact Investor Relations prior to voting. Because this proposal is undefined by nature, shareholders do not have a specific recommendation from the Board and should consider whether to provide discretionary proxies or to vote case‑by‑case.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.0% | 10,869,776 | $206M |
| 2 | River Road Asset Management, LLC | 9.1% | 9,011,396 | $170M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.0% | 6,951,606 | $131M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 4,252,094 | $80M |
| 5 | STATE STREET CORP | 3.8% | 3,741,839 | $71M |
| 6 | BlackRock, Inc. | 3.5% | 3,439,820 | $65M |
| 7 | GOLDMAN SACHS GROUP INC | 3.2% | 3,126,161 | $59M |
| 8 | COOPER CREEK PARTNERS MANAGEMENT LLC | 2.9% | 2,849,459 | $54M |
| 9 | LEE DANNER BASS INC | 2.2% | 2,173,498 | $41M |
| 10 | Philosophy Capital Management LLC | 2.2% | 2,159,138 | $41M |
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