Douglas Emmett Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Ratification of Appointment of Ernst & Young LLP

   ManagementBoard: FOR

   Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026.

3. 3

   Non-Binding Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the 2025 compensation paid to the Company's named executive officers as disclosed in the proxy, including the CD&A and compensation tables.

   More detail

   This advisory proposal asks shareholders to approve the Company’s disclosed 2025 NEO compensation (say-on-pay). Management seeks approval to confirm that its executive pay approach — heavily weighted to performance-based restricted equity (LTIP Units) with multi-year vesting, transfer restrictions, stock-price hurdles, and substantial ownership requirements — is aligned with long-term shareholder interests and effective for recruitment and retention. The Compensation Committee emphasizes a balanced pay-for-performance framework using five weighted categories (FFO, TSR, Environmental, Operating Goals, and External Business Activities) and retains discretion to adjust awards for qualitative factors; the Board presents this vote as annual and non-binding but will consider results in future compensation decisions. Key contextual data: CEO and COO pay is overwhelmingly equity-based (around 91% in 2025) and the Company requires long holding periods and performance hurdles, but the Company’s TSR performance has been weak in recent periods (notably negative 1-year and multi-year TSRs), which could raise shareholder concern despite demonstrated operating and environmental achievements. If shareholders vote against, the vote is advisory but could prompt the Compensation Committee to re-evaluate plan design, metrics, or disclosure; a vote FOR would validate current practices and continuation of the LTIP-heavy approach. The Board’s rationale stresses alignment of management and shareholder interests, long-term retention, and the flexibility to assess qualitative outcomes; critics might argue that heavy reliance on equity with long hold periods reduces immediate transparency on realized pay and that poor TSR over recent years merits reconsideration of metrics or pay magnitude. The Company’s stated governance safeguards (clawback policy, no single-trigger CIC vesting, no repricing without shareholder approval, independent compensation consultant) are intended to mitigate governance and dilution concerns but will be judged by shareholders in the context of realized returns and pay outcomes.

4. 4

   Adoption of 2026 Omnibus Stock Incentive Plan

   ManagementBoard: FOR

   Approve the Douglas Emmett, Inc. 2026 Omnibus Stock Incentive Plan, replacing the 2016 Plan and authorizing up to 15 million shares (plus forfeited Prior Plan awards) for equity and equity-linked awards.

   More detail

   Proposal 4 requests shareholder approval of a new 2026 Omnibus Stock Incentive Plan to replace the expiring 2016 Plan and authorize up to 15 million shares (plus certain forfeited Prior Plan awards) for equity and equity-linked awards. Management argues the plan is necessary to continue granting LTIP Units and other equity to attract, retain and motivate employees, directors and consultants, and to align management incentives with long-term shareholder value; approval will allow the Company to continue its long-standing practice of paying a large portion of senior executive compensation in restricted equity subject to multi-year vesting and stock-price hurdles. The 2026 Plan includes governance protections management highlights to mitigate shareholder concerns: no single-trigger change-in-control vesting, no liberal share recycling, no repricing without shareholder approval, a three-year average burn-rate disclosure, an annual $500,000 non-employee director grant limit, clawback provisions, limits on transferability, and a ten-year plan term (not evergreen). Company disclosure projects a modestly elevated projected burn rate (1.9% vs. historical 1.3%) driven primarily by a lower stock price, and management estimates the reserve should cover roughly three performance cycles; this creates a potential tradeoff between providing competitive equity to retain talent and incremental shareholder dilution. From a shareholder governance perspective, the plan’s protective features (no repricing without approval, no single-trigger CIC acceleration, clawbacks) are constructive, but some investors may still scrutinize the absolute size of the share reserve and the projected burn rate given recent TSR weakness, and may seek tighter limits or additional disclosure on award-sizing and long-term dilution. If approved, the plan preserves management’s flexible administration authority (through the Compensation Committee) to set award terms and performance criteria, so ongoing stockholder oversight of actual grant practices, realized pay outcomes and disclosure quality will be key to assessing long-term alignment.

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When is the Douglas Emmett Inc 2026 annual meeting?

Douglas Emmett Inc (DEI) holds its 2026 annual shareholder meeting on Thursday, May 28, 2026.

What is the record date for the Douglas Emmett Inc 2026 meeting?

The record date for the Douglas Emmett Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Douglas Emmett Inc's 2026 meeting?

The board is presenting 8 director nominees at the Douglas Emmett Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Douglas Emmett Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Douglas Emmett Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.