8 nominees · 3 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (say-on-pay); ratification of appointment of KPMG LLP as independent registered public accounting firm; and transaction of any other business properly coming before the Annual Meeting.
Elect eight director nominees to serve until the next annual meeting and until their successors are duly elected and qualified.
Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
This management proposal asks shareholders to cast a non-binding, advisory vote approving the Company’s executive compensation disclosure (say-on-pay). Management is seeking shareholder approval to demonstrate support for the design and outcomes of its executive pay program, which for 2025 emphasizes pay-for-performance with a large portion of compensation tied to long-term performance-based LTIP Units tied to relative TSR and an absolute TSR modifier, and annual scorecard measures focused on leasing and cost-of-occupancy completion. The Board recommends a vote FOR, citing alignment of pay with stockholder interests, robust governance practices (clawback policy, stock ownership guidelines, anti-hedging/pledging, double-trigger vesting) and prior strong support (approximately 90% approval in 2025). Although advisory and non-binding, the Board states it will consider the vote when making future compensation decisions. Given the CEO’s 100% performance-based 2025 LTIP award and changes to the LTIP emphasizing relative TSR, the proposal ties pay to market-relative outcomes and aims to incentivize execution of the company’s Path Forward strategy while retaining executive talent; the Board argues this design supports stockholder value creation and risk-managed incentives.
Ratify the Audit Committee’s appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.26% | 29,423,707 | $556M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.78% | 25,565,859 | $483M |
| 3 | FMR LLC | 6.83% | 17,846,628 | $337M |
| 4 | STATE STREET CORP | 5.65% | 14,781,086 | $279M |
| 5 | Smead Capital Management, Inc. | 4.65% | 12,155,332 | $230M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.39% | 11,472,606 | $217M |
| 7 | BlackRock, Inc. | 3.84% | 10,046,571 | $190M |
| 8 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 2.64% | 6,902,914 | $130M |
| 9 | T. Rowe Price Investment Management, Inc. | 2.63% | 6,880,356 | $130M |
| 10 | JPMORGAN CHASE CO | 2.45% | 6,406,849 | $118M |
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