Independent
Tenure on this board
7.9 yrs
8 nominees · 4 ballot items.
Elect eight directors; approve, on an advisory basis, the compensation of named executive officers (say-on-pay); approve, on an advisory basis, the frequency of future say-on-pay votes (one, two or three years); and ratify Grant Thornton LLP as independent auditors for 2026.
Elect eight individuals to the Company's Board of Directors, each to serve until the 2027 Annual Meeting and until their successors are elected and qualify.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) ‘say-on-pay’ proposal asks stockholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management frames the vote as an opportunity for stockholders to express their view on the alignment of incentive design (short-term cash bonuses tied to AFFO per share and leverage metrics; long-term incentives heavily weighted to performance-based LTIP Units tied to relative TSR) with long‑term stockholder value. The Board recommends a vote FOR, citing the program’s pay-for-performance features, substantial at‑risk compensation (81% for the CEO; 75% for other NEOs on average), retention structures (time‑based awards, LTIP Units) and stock ownership requirements that align executives with investors. The advisory nature means the vote will not bind the Company, but the Board and Compensation Committee state they will consider results when making future decisions. Notable context includes recent strong operating and TSR performance (record investments in 2025, increased AFFO and dividend) and the Compensation Committee’s use of an independent consultant and a defined peer group for setting targets. The compensation program includes double-trigger severance protections and clawback provisions; performance-based LTIP Units are subject to relative TSR with an absolute TSR cutback to limit payouts when absolute TSR is negative. Given the program’s reliance on relative TSR and multi-year performance measures, investors concerned about short-termism or insufficient linkage to absolute fundamentals may weigh the structure differently than those focused on relative market competitiveness. A ‘for’ vote signals support for the Board’s current compensation philosophy and its balance of short‑term profitability and long‑term relative TSR metrics, while a substantial ‘against’ vote could prompt the Board to reassess metrics, peer group composition, or the mix of time‑ and performance‑based awards.
Non-binding, advisory vote to indicate whether stockholders prefer future advisory votes on executive compensation to occur every one, two or three years (or abstain).
This non-binding frequency proposal asks stockholders to indicate whether they prefer the advisory ‘say-on-pay’ vote to be held every one, two or three years. The Board recommends an annual (one-year) frequency, asserting that more frequent votes enhance regular stockholder engagement and allow investors to express views on compensation annually, consistent with the Company’s policy of seeking regular input. From a governance perspective, an annual frequency increases the cadence of feedback but can encourage short-term focus; multi-year frequencies (two- or three-year) are sometimes advocated to better align with multi‑year incentive cycles and reduce administrative burden. The Company’s executive compensation program includes three-year performance-based LTIP Units and other multi-year metrics, which could argue for less frequent votes to evaluate realized outcomes; however, the Board’s preference for annual votes reflects a desire for ongoing accountability given strong recent equity market activity and frequent investor outreach (over 210 investor meetings in 2025). As an advisory vote, the result is non-binding, but a clear stockholder preference could influence the Board’s scheduling of future say-on-pay items. Investors should weigh the tradeoff between more frequent input (transparency and accountability) and the potential for distracting short-term pressure on long-term pay design. Given the Company’s emphasis on pay-for-performance, an annual vote preserves the opportunity for stockholders to signal approval or concern promptly, while a vote for a longer interval could signal investor acceptance of the Board’s multi-year incentive constructs and reduce administrative engagement costs.
Ratify the Audit Committee’s appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 13.69% | 29,607,357 | $899M |
| 2 | BlackRock, Inc. | 10.72% | 23,171,482 | $703M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.17% | 19,839,832 | $602M |
| 4 | STATE STREET CORP | 5.30% | 11,467,567 | $352M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.33% | 9,356,540 | $284M |
| 6 | BlackRock, Inc. | 3.99% | 8,637,711 | $262M |
| 7 | WELLINGTON MANAGEMENT GROUP LLP | 3.16% | 6,830,840 | $207M |
| 8 | Daiwa Securities Group Inc. | 2.44% | 5,283,108 | $160M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.40% | 5,185,988 | $157M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.23% | 4,823,276 | $146M |
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