First Industrial Realty Trust Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect six directors (Peter E. Baccile, Teresa Bryce Bazemore, Matthew S. Dominski, H. Patrick Hackett, Jr., Denise A. Olsen and Marcus L. Smith) to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.

   More detail

   This non-binding management proposal asks shareholders to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement (the ‘say-on-pay’ vote). Management seeks shareholder endorsement to validate its compensation design, which the Board characterizes as a mix of base salary, cash annual bonuses tied to corporate performance metrics (FFO per diluted share and cash same store NOI growth plus discretionary objectives), and significant long-term equity awards that are primarily performance-based and tied to relative TSR against a REIT index and a selected peer group. The Compensation Committee emphasizes alignment with stockholder interests by making a large portion of pay at-risk (majority performance-based, with long-term awards vesting based on relative TSR percentiles and time-based vesting) and by using diverse metrics to limit excessive risk-taking. The advisory vote is not binding, but the Board and Compensation Committee state they will consider investor feedback and may adjust programs if there is significant opposition. Contextually, the Company reports strong 2025 operating results (FFO growth, cash rental rate increases, dividend increases) and high historical say-on-pay support, which management cites in recommending a FOR vote. Opponents of say-on-pay proposals typically raise issues about pay quantum, alignment, or the use of relative TSR peer groups; management’s materials address these by disclosing target and realized payouts, peer group composition, use of caps, and clawback and ownership guidelines. The Board’s recommendation is based on the view that the program attracts and retains executives, ties pay to performance over multi-year periods, and incorporates governance safeguards (clawback, anti-hedging, ownership guidelines). Given the advisory nature, shareholders should weigh disclosed pay levels, realized pay versus performance, the firm’s long-term incentive structure, and recent operating outcomes when deciding whether to support the proposal.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the First Industrial Realty Trust Inc 2026 annual meeting?

First Industrial Realty Trust Inc (FR) holds its 2026 annual shareholder meeting on Thursday, April 30, 2026.

What is the record date for the First Industrial Realty Trust Inc 2026 meeting?

The record date for the First Industrial Realty Trust Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for First Industrial Realty Trust Inc's 2026 meeting?

The board is presenting 6 director nominees at the First Industrial Realty Trust Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the First Industrial Realty Trust Inc 2026 meeting?

Shareholders will vote on 3 proposals at the First Industrial Realty Trust Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.