Independent
Tenure on this board
16.1 yrs
Also a director at
Cineverse Corp (CNVS)
10 nominees · 3 ballot items.
Shareholders will (1) elect ten trustees to the Board, (2) vote on a non-binding advisory approval of the named executive officers’ compensation (say-on-pay), and (3) ratify KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Elect ten trustee nominees (Peter C. Brown, William P. Brown, John P. Case III, James B. Connor, Virginia E. Shanks, Gregory K. Silvers, Robin P. Sterneck, John Peter Suarez, Lisa G. Trimberger and Caixia Y. Ziegler) to serve one-year terms until the next annual meeting or until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy materials.
This proposal requests a non-binding, annual advisory vote approving the named executive officers’ (NEOs’) compensation as disclosed in the proxy. Management is seeking shareholder ratification to confirm that its pay program — which emphasizes at-risk compensation through an Annual Incentive Program (AIP) and a Long-Term Incentive (LTI) program comprised of restricted shares and performance share units (PSUs) — is aligned with shareholder interests and effective for retention. The AIP for 2025 weighted FFO, as adjusted per share (50%), investment spending (30%) and personal objectives (20%), with an incentive (150% valuation) for executives to take awards as restricted shares; the LTI focuses on relative TSR versus a triple-net peer group and the MSCI US REIT Index and AFFO per share growth, with multi-year performance periods and vesting. The board points to recent strong shareholder support (approximately 92% favorable in prior years), use of an independent compensation consultant, enhanced ownership guidelines, and governance features (clawback policy, anti-hedging/anti-pledging, no tax gross-ups for change-in-control) as reasons to support the program. Notably, PSUs can pay out zero if AFFO growth thresholds are not met, demonstrating downside alignment with company performance; conversely, PSUs have previously paid above target when relative TSR exceeded peers. Potential investor concerns include the high CEO pay and a CEO-to-median-employee pay ratio (reported ~37:1) and the fact that the investment spending metric could create incentives to pursue transactions, although the company describes multi-level underwriting and approval processes to mitigate such risks. The vote is advisory only — it does not bind the Board — but the Board and Compensation Committee state they will consider voting outcomes and investor feedback when setting future compensation policies and awards. Overall, the proposal asks shareholders to endorse management’s pay-for-performance framework that ties significant compensation to multi-year, relative and absolute financial metrics aimed at promoting long-term shareholder value, while acknowledging the non-binding nature of the vote and areas where shareholders may scrutinize pay levels and metric design.
Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.6% | 6,591,378 | $329M |
| 2 | BlackRock, Inc. | 6.0% | 4,552,320 | $227M |
| 3 | STATE STREET CORP | 5.0% | 3,844,656 | $193M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 3,285,956 | $164M |
| 5 | BlackRock, Inc. | 4.1% | 3,156,362 | $158M |
| 6 | Quantinno Capital Management LP | 2.1% | 1,572,738 | $79M |
| 7 | LSV ASSET MANAGEMENT | 1.9% | 1,452,758 | $73M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 1.9% | 1,447,920 | $72M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 1,372,135 | $69M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 1,348,948 | $67M |
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