Independent
Tenure on this board
8.5 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify appointment of KPMG LLP as independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the company’s named executive officers (say-on-pay).
Elect eight directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualify; plurality vote to elect the eight nominees.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative in the proxy statement.
This non-binding, advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement (the CD&A, compensation tables and narrative). Management is seeking shareholder approval as a reaffirmation of its pay practices and to provide feedback that the Board and Compensation Committee will consider when setting future compensation. The Company’s program combines fixed base salaries, annual cash bonuses tied to financial and operational metrics (notably Core FFO per diluted share and Same Property NOI) and individual performance goals, and long-term equity awards including performance-vesting RSUs that vest based on relative total shareholder return versus the NAREIT Shopping Center Index. The Compensation Committee engaged an independent consultant (Ferguson Partners Consulting) to benchmark pay against a peer group and to structure a balanced mix of short- and long-term incentives; other governance features cited include an Equity Retention Policy, clawback provisions, and limits on perquisites and tax gross-ups. Because the vote is advisory, it will not bind the Board but the Board and Compensation Committee state they will carefully consider the outcome when making future compensation decisions. The Board’s rationale for recommending a FOR vote is that the program aligns executives’ interests with long-term stockholder value, links a meaningful portion of pay to both company performance and relative market performance, and includes risk-mitigating governance safeguards. The proposal sits in the broader regulatory and governance context of Dodd-Frank advisory votes and the Company’s prior strong shareholder support for say-on-pay; management emphasizes that annual advisory votes will continue and that the Compensation Committee reviews pay practices annually. Overall, the proposal asks shareholders to endorse the disclosed pay practices as reasonable and appropriately aligned with stockholder interests, while leaving ultimate authority with the Board to act on the advisory feedback.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PRINCIPAL FINANCIAL GROUP INC | 9.7% | 7,566,130 | $230M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.0% | 7,026,951 | $214M |
| 3 | BlackRock, Inc. | 4.5% | 3,529,493 | $108M |
| 4 | BlackRock, Inc. | 4.4% | 3,462,809 | $105M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 3,400,538 | $104M |
| 6 | STATE STREET CORP | 3.4% | 2,678,056 | $82M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 1,787,541 | $54M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 1,404,159 | $43M |
| 9 | MILLENNIUM MANAGEMENT LLC | 1.6% | 1,281,987 | $39M |
| 10 | FMR LLC | 1.5% | 1,145,733 | $35M |
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