Not independent
Tenure on this board
11.3 yrs
7 nominees · 4 ballot items.
Election of seven directors; advisory (non-binding) approval of executive compensation (Say-on-Pay); approval of the 2024 Equity Incentive Plan Amendment increasing share reserve; ratification of PricewaterhouseCoopers LLP as independent auditors.
Elect seven director nominees (Darrell W. Crate, William H. Binnie, Michael P. Ibe, Cynthia A. Fisher, Scott D. Freeman, Emil W. Henry, Jr., Tara S. Innes) to the Board for one-year terms.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
The management proposal requests an advisory vote affirming the executive compensation disclosed in the proxy statement. Management frames compensation as aligned with pay-for-performance, including a mix of base salary, annual incentive cash bonuses tied to Core FFO performance and individualized objectives, and long-term equity awards (LTIP units) with service and rigorous performance-based vesting tied to TSR and operational metrics. The Board recommends approval to receive shareholder feedback, noting prior strong support and that the say-on-pay vote is non-binding but considered by the Compensation Committee in future decisions. The recommendation emphasizes compensation committee oversight, use of an independent consultant, clawback policy, and equity ownership guidelines to align management and shareholder interests.
Approve amendment to the 2024 Equity Incentive Plan to increase authorized shares for issuance from 1,440,000 to 4,315,000 (net increase of 2,875,000) to support future equity awards.
Proposal 3 seeks shareholder approval to materially increase the share reserve under the Company’s 2024 Equity Incentive Plan by 2,875,000 shares (to a total of 4,315,000 shares), reflecting management’s assessment that additional capacity is required to continue granting equity awards for retention and incentive purposes through approximately 2030–2031. Management justifies the increase by citing recent large grants (including long-term stock appreciation LTIP units granted in August 2025), market practice, and the need to support recruitment and retention of key personnel; the Compensation Committee monitors burn rate, dilution and equity expense and has emphasized performance-based awards and anti-repricing, no liberal recycling, and no evergreen clauses to limit dilution. Approving this amendment would replenish the equity pool that is otherwise effectively exhausted (36 shares available as of March 19, 2026), enabling future grants but increasing potential dilution; the board recommends a for vote arguing that the long-term incentive program aligns management with stockholders and helps retain critical talent. The proposal is significant for governance and shareholder dilution considerations because it increases the available equity dramatically and follows the issuance of large LTIP grants in August 2025 that accelerated plan usage.
Ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.78% | 5,009,024 | $107M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.77% | 2,677,821 | $57M |
| 3 | STATE STREET CORP | 5.33% | 2,476,904 | $53M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.13% | 1,920,616 | $41M |
| 5 | BlackRock, Inc. | 3.69% | 1,715,768 | $37M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 3.19% | 1,483,369 | $32M |
| 7 | TWO SIGMA INVESTMENTS, LP | 2.93% | 1,360,207 | $29M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.42% | 1,123,120 | $24M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.39% | 1,110,566 | $24M |
| 10 | BALYASNY ASSET MANAGEMENT L.P. | 2.31% | 1,071,552 | $23M |
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