Independent
Tenure on this board
8.0 yrs
Also a director at
Elanco Animal Health Inc (ELAN)
8 nominees · 3 ballot items.
Election of eight directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory approval of named executive officer compensation (say-on-pay).
Election of eight incumbent directors (Craig R. Callen, Kapila K. Anand, Dr. Lisa C. Egbuonu-Davis, Barbara B. Hill, Kevin J. Jacobs, C. Taylor Pickett, Stephen D. Plavin, Burke W. Whitman) to hold office until the 2027 Annual Meeting.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of EY as the company’s independent registered public accounting firm for fiscal year 2026. Management is seeking shareholder approval as a matter of good corporate governance, even though the Audit Committee has sole authority to appoint the auditor. The proxy explains EY’s long tenure since 1992, the Audit Committee’s process, fees paid, and its conclusion that EY’s services were compatible with maintaining independence. The Board and Audit Committee recommend a vote FOR, citing EY’s professional qualifications, industry experience, and institutional knowledge. A failure to ratify would prompt the Audit Committee to reconsider its selection. The proposal is routine and non-controversial, focusing on auditor oversight, independence, and continuity.
Non-binding, advisory vote to approve the compensation of the company’s named executive officers as described in the proxy statement (say-on-pay).
This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the compensation of the company’s named executive officers as disclosed in the proxy. Management seeks annual ratification to demonstrate alignment with shareholders and to validate its pay-for-performance design: a mix of short-term cash incentives tied to FAD per share, tenant quality and leverage and longer-term equity awards tied to absolute and relative TSR. The Board recommends a vote FOR, citing high prior-year shareholder support (95.9% in 2025) and asserting that the program attracts and retains talent while aligning pay with long-term stockholder value. As an advisory vote, the outcome isn’t binding, but the Compensation Committee will consider results when setting future pay. The proposal raises governance considerations about executive pay, but in this filing management frames the program as rigorous and aligned with shareholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.11% | 27,123,117 | $1.2B |
| 2 | BlackRock, Inc. | 6.52% | 19,402,499 | $850M |
| 3 | STATE STREET CORP | 4.89% | 14,573,313 | $639M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | 13,234,121 | $580M |
| 5 | COHEN STEERS, INC. | 4.02% | 11,977,541 | $525M |
| 6 | BlackRock, Inc. | 3.97% | 11,826,294 | $518M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.61% | 7,782,422 | $341M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.55% | 4,616,672 | $202M |
| 9 | DIMENSIONAL FUND ADVISORS LP | 1.38% | 4,120,035 | $181M |
| 10 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 0.95% | 2,830,497 | $124M |
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