Not independent
Tenure on this board
10.6 yrs
8 nominees · 3 ballot items.
Elect eight directors; Ratify KPMG LLP as independent registered public accounting firm for 2026; Advisory approval of named executive officers’ compensation (say-on-pay).
Elect eight directors named in the proxy statement to hold office until the 2027 Annual Meeting and until successors are elected and qualify.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
This management proposal asks shareholders to ratify the Audit and Risk Committee’s appointment of KPMG LLP as the independent registered public accounting firm for 2026. Management seeks shareholder approval as a matter of good governance and to obtain ratification though such approval is not legally required; ratification provides the Audit and Risk Committee and Board with shareholder input and accountability for the firm overseeing the company’s audits. The Audit and Risk Committee selected KPMG following its oversight responsibilities; KPMG has served as the company’s auditor since the Spin-Off, indicating continuity. The proposal is routine in nature, but the Board recommends a vote FOR because it believes KPMG is qualified and because shareholder ratification supports the integrity of financial reporting. If stockholders vote against ratification, the Audit and Risk Committee would reconsider the appointment, implying potential reputational signaling but no immediate contractual change. Given the relatively modest audit fees disclosed and the committee’s pre-approval practices, there appear to be no immediate independence concerns disclosed. The recommendation rationale emphasizes established oversight processes, continuity of the auditor relationship, and the Audit and Risk Committee’s role in pre-approving services and fees.
Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal asks shareholders, on a non-binding advisory basis, to approve the 2025 compensation paid to the Company’s named executive officers as described in the proxy statement. Management is seeking this vote to obtain shareholder feedback and maintain alignment between executive pay and shareholder interests, and to validate the Compensation Committee’s design of incentive programs that emphasize pay-for-performance, equity-based long-term incentives, and stock ownership policies. The Board recommends a vote FOR, citing that compensation is tied to measurable performance metrics (TSR, RSR, AFFO per share growth) and includes governance features such as clawbacks, independent compensation consultants, and stock ownership requirements. While advisory and non-binding, the Board will review results and consider them in future compensation decisions; a negative vote would likely trigger engagement with investors and could prompt adjustments to compensation practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.16% | 12,249,363 | $290M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.06% | 6,651,535 | $157M |
| 3 | STATE STREET CORP | 5.55% | 6,089,675 | $146M |
| 4 | FMR LLC | 4.57% | 5,017,101 | $119M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 4,905,597 | $116M |
| 6 | BlackRock, Inc. | 4.23% | 4,641,177 | $110M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 3.58% | 3,926,967 | $93M |
| 8 | Capital International Investors | 3.01% | 3,306,687 | $78M |
| 9 | TWO SIGMA INVESTMENTS, LP | 2.98% | 3,274,971 | $77M |
| 10 | FMR LLC | 2.89% | 3,167,423 | $75M |
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