Chuck Anderson
Independent
Tenure on this board
New nominee
7 nominees · 3 ballot items.
Elect seven directors; ratify Deloitte & Touche LLP as independent auditor for 2026; and cast a non-binding advisory vote to approve the company’s executive compensation as disclosed in the proxy.
Elect seven directors to serve a one-year term and until their successors are elected and qualified.
Ratify the appointment of Deloitte & Touche LLP as Highwoods Properties’ independent auditor for the 2026 fiscal year.
A non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (the Compensation Discussion and Analysis, compensation tables and accompanying narrative).
This advisory (say-on-pay) proposal asks stockholders to approve, on a non-binding basis, the compensation paid to Highwoods’ named executive officers as disclosed in the proxy (including the Compensation Discussion and Analysis, tables and narratives). Management is seeking shareholder approval to validate its compensation framework, which blends base salary, annual non-equity incentives tied to pre-defined performance metrics (FFO per share, net operating income growth and average occupancy), and long-term equity awards composed of time‑based and total return‑based restricted stock to align pay with multi-year total return objectives. The board and the compensation and governance committee argue the program is competitive versus a defined peer group, places a substantial portion of pay at risk subject to performance conditions, includes clawback/recoupment provisions for accounting restatements, and retains discretion to adjust payouts to reflect actual performance and circumstance, supporting their recommendation FOR. The proposal is non-binding, but the committee will consider the vote’s outcome in future pay decisions, making the vote an important governance signal regarding shareholder support for pay practices. Company-specific context indicates strong prior shareholder support (95.4% in favor in 2025), detailed performance metrics for annual incentives, and a mix of retention-focused time-based awards and performance-levered total return awards that vest over several years, which management cites as aligning executives with long-term stockholder returns. Potential shareholder concerns include the magnitude of CEO equity targets (e.g., high target equity percentages and change-in-control arrangements) and CEO pay multiple (62x median employee in 2025), which bear on pay-for-performance perceptions; management addresses governance safeguards and committee oversight as mitigating factors. In evaluating this proposal, an analyst should weigh the program’s explicit performance levers, historical pay-vs-performance trends and prior shareholder approvals against absolute pay levels, realization outcomes of total-return awards, and change-in-control protections. The company’s disclosure of robust compensation governance processes, external benchmarking, and a recoupment policy strengthen management’s case, but the advisory nature of the vote means continued engagement and monitoring of realized outcomes across future performance periods is appropriate. Overall, the board recommends FOR because it believes the design appropriately aligns incentives with the company’s strategic objectives and stockholder interests while maintaining retention of key executives.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 11.25% | 12,410,383 | $266M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.64% | 11,734,085 | $251M |
| 3 | BlackRock, Inc. | 9.10% | 10,039,896 | $215M |
| 4 | STATE STREET CORP | 6.18% | 6,819,633 | $146M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.42% | 4,875,391 | $104M |
| 6 | BlackRock, Inc. | 3.68% | 4,057,215 | $87M |
| 7 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.39% | 3,741,823 | $80M |
| 8 | T. Rowe Price Investment Management, Inc. | 3.15% | 3,477,815 | $74M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.98% | 2,180,449 | $47M |
| 10 | Daiwa Securities Group Inc. | 1.91% | 2,102,346 | $45M |
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