Independent
Tenure on this board
23.4 yrs
8 nominees · 3 ballot items.
Election of eight trustees for one-year terms; advisory approval of 2025 executive compensation (Say-on-Pay); and ratification of Grant Thornton LLP as independent auditor for fiscal year 2026.
Elect eight trustees to serve one-year terms expiring at the 2027 annual meeting.
Advisory approval of the compensation paid to the Company's named executive officers for 2025 as described in the Compensation Discussion and Analysis and Executive Compensation sections.
This non-binding advisory proposal asks shareholders to approve the Company’s 2025 executive compensation as described in the CD&A and Executive Compensation sections. Management seeks this advisory approval to validate its pay decisions and to provide the Compensation Committee with shareholder feedback that will be considered in future compensation-setting. The Company emphasizes a pay-for-performance philosophy: target compensation for NEOs is heavily weighted toward long-term equity incentives and performance metrics (Relative TSR vs. the BBRESHOP index, NAREIT FFO multiple premium, and return on invested capital) intended to align executive rewards with shareholder value creation. The Compensation Committee established specific threshold/target/stretch performance levels and used NAREIT FFO per diluted share for the annual bonus metric; the committee retained discretion to adjust awards +/-20% but did not exercise it for 2025. Relevant context includes strong 2025 operating results (record revenue, net income, and FFO per share), the discontinuation of the BBRESHOP index during the performance period and the committee’s use of an independent third party to calculate index performance for the affected interval, and prior strong shareholder support (over 92% in 2025). Because the vote is advisory and non-binding, it does not legally change compensation arrangements but signals shareholder sentiment that the Compensation Committee will consider in governance and future pay decisions. Potential areas of investor focus include the reliance on equity awards with multi-year vesting schedules, the choice and continuity of peer/index benchmarks (given BBRESHOP’s discontinuation), and severance/change-in-control protections disclosed for NEOs. The Board’s recommendation to vote FOR is grounded in the committee’s view that the program appropriately balances short- and long-term incentives, ties pay to measurable performance outcomes, and supports retention and alignment with shareholders.
Ratify the appointment of Grant Thornton 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 | 8.4% | 7,283,403 | $774M |
| 2 | STATE STREET CORP | 7.4% | 6,378,740 | $677M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.2% | 5,380,784 | $571M |
| 4 | Resolution Capital Ltd | 4.2% | 3,644,575 | $387M |
| 5 | BlackRock, Inc. | 4.0% | 3,487,515 | $370M |
| 6 | BlackRock, Inc. | 3.2% | 2,753,859 | $292M |
| 7 | Invesco Ltd. | 2.8% | 2,376,198 | $252M |
| 8 | AQR CAPITAL MANAGEMENT LLC | 2.4% | 2,106,090 | $220M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 2,028,477 | $215M |
| 10 | ProShare Advisors LLC | 1.9% | 1,628,718 | $173M |
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