Not independent
Tenure on this board
15.4 yrs
9 nominees · 4 ballot items.
Election of nine directors; Ratification of KPMG LLP as independent auditor; Advisory non-binding vote on executive compensation (say-on-pay); Advisory non-binding vote on frequency of future say-on-pay votes.
Election of nine nominees to serve on the Board of Directors for one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s appointment of KPMG LLP as the company’s independent registered public accounting firm for calendar year 2026.
Advisory, non-binding vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast an advisory, non-binding vote to approve the company’s executive compensation as disclosed in the proxy materials (the 'say-on-pay' vote). Management seeks shareholder approval to validate its compensation design, which ties pay to performance through annual cash bonuses and multi-year performance share units (PSUs) and time-based restricted stock units (RSUs). The Compensation Committee emphasizes performance-based metrics (CFFO per share, same-store NOI growth, operating margin, G&A% of revenue, and net-debt-to-adjusted EBITDA) and individual objectives, with long-term alignment via PSUs tied 70% to relative 3-year TSR and 30% to subjective criteria. The Board recommends a 'FOR' vote, citing strong governance practices (independent compensation committee, independent consultant, clawback policy, stock ownership guidelines, and limited perquisites) and recent favorable say-on-pay outcomes. The vote is non-binding, but a significant negative vote would prompt management and the Compensation Committee to consider changes to compensation policies and to engage with stockholders. Shareholder support (historically over 97%) and the Committee’s stated use of feedback frame the context and likely outcome for this advisory item.
Advisory, non-binding vote to select whether future advisory votes on executive compensation should occur every one, two, or three years; Board recommends every year.
This management proposal asks shareholders to indicate, on an advisory non-binding basis, whether they prefer to hold the say-on-pay vote every one, two or three years. The Board recommends an annual vote ('every year'), arguing that an annual advisory vote provides regular opportunity for shareholder feedback on compensation philosophy, policies and practices and is consistent with the company's engagement policy. While non-binding, the frequency decision influences governance rhythms and the timing of engagement and could affect management’s responsiveness to shareholder concerns. The Board's recommendation for an annual vote reflects confidence in its compensation program and a desire for frequent stockholder input; opposition would typically reflect investor preference for reduced governance 'noise' or belief that multi-year cycles better capture long-term alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.1% | 21,404,549 | $319M |
| 2 | BlackRock, Inc. | 8.5% | 20,063,118 | $299M |
| 3 | STATE STREET CORP | 5.5% | 13,072,579 | $197M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 10,619,573 | $158M |
| 5 | BlackRock, Inc. | 4.4% | 10,259,540 | $153M |
| 6 | T. Rowe Price Investment Management, Inc. | 4.2% | 9,992,953 | $149M |
| 7 | ALLIANCEBERNSTEIN L.P. | 3.5% | 8,245,749 | $144M |
| 8 | PRUDENTIAL FINANCIAL INC | 3.1% | 7,218,872 | $107M |
| 9 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 2.9% | 6,827,122 | $102M |
| 10 | Long Pond Capital, LP | 2.4% | 5,727,238 | $85M |
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