Not independent
Tenure on this board
9.7 yrs
6 nominees · 3 ballot items · contested.
Elect six directors; advisory (non-binding) approval of executive compensation (say-on-pay); and ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm.
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.
Advisory (non-binding) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
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.
Ratify the appointment of PricewaterhouseCoopers 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 | 9.52% | 12,617,830 | $730M |
| 2 | BlackRock, Inc. | 6.39% | 8,470,636 | $490M |
| 3 | STATE STREET CORP | 4.80% | 6,363,262 | $371M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 5,929,282 | $343M |
| 5 | BlackRock, Inc. | 4.20% | 5,574,306 | $322M |
| 6 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 3.10% | 4,111,057 | $238M |
| 7 | COHEN STEERS, INC. | 2.06% | 2,729,198 | $158M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.93% | 2,564,958 | $148M |
| 9 | PRUDENTIAL FINANCIAL INC | 1.86% | 2,465,946 | $143M |
| 10 | Invesco Ltd. | 1.86% | 2,465,522 | $143M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.