Howard Hughes Holdings Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect the eleven director nominees named in the proxy statement to serve one-year terms ending at the 2027 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory (Non-Binding) Vote on Executive Compensation

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related proxy materials.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Howard Hughes Holdings’ named executive officers. The vote covers the Compensation Discussion and Analysis, compensation tables, and related compensation disclosures rather than any single pay element. Management presents the program as performance-oriented, with significant compensation delivered through annual incentives and long-term equity awards. For 2025, annual incentives for several senior executives were tied to operating assets NOI, MPC earnings before taxes, condominium profit, corporate cash G&A, strategic development delivery, pre-development acceleration, and sustainability metrics. The program also uses multi-year vesting and performance hurdles, including a shift beginning in 2026 toward greater performance-based equity and total shareholder return metrics for certain executives. Governance features highlighted by the Company include a compensation recovery policy, stock ownership guidelines, double-trigger change-in-control treatment, no excise-tax gross-ups, and prohibitions on hedging and pledging. The Company states that compensation decisions reflect business performance, individual contributions, retention needs, competitive market conditions, and the transformation toward a diversified holding company. The advisory vote is required under Section 14A of the Exchange Act and is conducted annually, but it does not directly bind the Board or Compensation Committee. The Board recommends voting FOR because it believes the disclosed compensation program appropriately aligns executive incentives with long-term stockholder value and supports attracting and retaining necessary talent.

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 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.