Howard Hughes Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eleven director nominees to the Company’s Board for one-year terms.

2. 2

   Advisory (non-binding) vote to approve executive compensation (Say-on-Pay

   ManagementBoard: FOR

   An annual, non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosure and the compensation paid to the named executive officers as described in the proxy. Management is seeking approval to signal shareholder support for its compensation program, which it says emphasizes pay-for-performance through a substantial portion of at-risk and performance-based long-term equity awards, multi-year vesting, and annual incentive metrics tied to operating results. Context includes the Company’s strategic transition into a diversified holding company (including the acquisition of Vantage), recent changes to long-term incentive metrics (moving certain executives toward cumulative total shareholder return for performance-based vesting beginning in 2026), and the ongoing influence of Pershing Square as a significant stockholder and governance participant. The Board’s recommendation for a FOR vote is framed around governance safeguards: use of an independent compensation consultant, stock ownership guidelines, clawback/recoupment policy, and a mix of performance and time-based awards intended to retain executives and align their interests with long-term shareholder value. The proposal is advisory only and does not directly change compensation arrangements, but a negative vote could prompt engagement, redesign of compensation practices, or further disclosure. Analysts should weigh the program’s alignment features against any concerns about related-party arrangements with Pershing Square, evolving performance metrics, and the potential for elevated insider influence on governance given large shareholder agreements. Given the Company’s stated performance in 2025 and the Board’s actions to increase the performance orientation of awards for key executives in 2026, management presents this vote as validation of its compensation framework and its alignment with stockholder interests.

3. 3

   Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal 2026.

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When is the Howard Hughes Holdings Inc 2026 annual meeting?

Howard Hughes Holdings Inc (HHH) holds its 2026 annual shareholder meeting on Wednesday, September 30, 2026.

What is the record date for the Howard Hughes Holdings Inc 2026 meeting?

The record date for the Howard Hughes Holdings Inc 2026 meeting is Monday, August 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Howard Hughes Holdings Inc's 2026 meeting?

The board is presenting 11 director nominees at the Howard Hughes Holdings Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Howard Hughes Holdings Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Howard Hughes Holdings Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.