Not independent
Tenure on this board
16.5 yrs
Also a director at
Hudson Pacific Properties Inc (HPP)
7 nominees · 4 ballot items.
Shareholders will vote to elect seven trustees, ratify KPMG LLP as independent auditors, cast a non-binding advisory vote to approve executive compensation, and approve an amendment to the Declaration of Trust to allow removal of trustees without cause.
Elect seven trustee nominees to serve until the 2027 annual meeting and until their successors are elected and qualified; each shareholder may vote for up to seven nominees.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accountants 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 related narrative in the proxy statement.
This management proposal requests a non-binding, advisory 'say-on-pay' vote asking shareholders to approve the 2025 compensation of the named executive officers as described in the proxy's CD&A and pay tables. Management frames compensation as designed to deliver attractive, risk-adjusted long-term returns by aligning executives’ pay with company performance through a mix of base salary, performance-based cash incentives, and long-term equity awards tied to multi-year TSR and objective annual metrics. The Compensation Committee emphasizes objective metrics, threshold and maximum payout mechanics, and that a significant portion of pay is at-risk and performance-based, including multi-year performance units and time-based restricted awards. The Board recommends a vote FOR because it believes the program reinforces business objectives, retains and motivates executives, aligns interests with shareholders, and is competitive while incorporating governance safeguards (clawback, no hedging, ownership guidelines). The vote is advisory and non-binding, but the Board will consider the outcome when setting future compensation and believes the high historical approval rates signal shareholder support. The proposal should be evaluated in context of the Company's recent performance, compensation outcomes (including a 150% cash bonus payout for 2025), and structural features tying long-term equity vesting to relative and absolute TSR over three years. Analysts should note that although the Board reduced a formula-driven payout from 156% to 150% citing TSR considerations, substantial pay remains linked to realized shareholder return and multi-year performance conditions. The compensation program also includes change-in-control protections and robust disclosure of metrics and results, which affect the incentives and potential severance outcomes relevant to governance assessment.
Amend the Declaration of Trust to grant shareholders the right to remove a trustee without cause in addition to the existing right to remove a trustee for cause, requiring an affirmative vote of at least two-thirds of votes entitled to be cast.
This management proposal seeks shareholder approval to amend the Company’s Declaration of Trust to add the right for shareholders to remove trustees without cause, supplementing the current right to remove only for cause. The Board adopted the amendment after a governance review and recommends approval as a measure that strengthens shareholder rights and aligns with prevailing governance practices; the amendment, if approved, will be implemented by filing Articles of Amendment with Maryland authorities. The change would alter Article V, Section 5.3 to permit removal 'with or without cause' but maintain a supermajority requirement—an affirmative vote of at least two-thirds of votes entitled to be cast—to exercise removal. Management argues this demonstrates a commitment to shareholder responsiveness within a principles-based board refreshment policy already aimed at maintaining appropriate tenure and independence. The proposal carries transaction-level considerations: it lowers the substantive barrier to removing an individual trustee but preserves a high voting threshold, balancing shareholder influence with board stability. Analysts should consider this in the context of the company’s existing robust shareholder rights (proxy access, ability to amend bylaws, majority voting in trustee elections) and recent board refreshment activity, including a new independent trustee appointment and a stated policy to target average independent tenure. A failure to approve would maintain the status quo—removal only 'for cause'—and would signal differing shareholder appetite for governance changes; approval could modestly increase shareholder leverage over board composition while retaining protections against opportunistic removals via the two-thirds requirement. The Board’s unanimous recommendation and the company's active shareholder engagement history suggest management expects support, but investors should weigh the change against broader governance objectives and potential impacts on board independence and continuity.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.41% | 12,940,668 | $163M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.94% | 11,268,938 | $142M |
| 3 | STATE STREET CORP | 5.74% | 6,509,146 | $82M |
| 4 | Alyeska Investment Group, L.P. | 5.38% | 6,101,996 | $77M |
| 5 | T. Rowe Price Investment Management, Inc. | 5.34% | 6,048,929 | $76M |
| 6 | JPMORGAN CHASE CO | 4.47% | 5,061,984 | $63M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | 5,030,933 | $64M |
| 8 | FULLER THALER ASSET MANAGEMENT, INC. | 4.29% | 4,858,029 | $61M |
| 9 | BlackRock, Inc. | 4.27% | 4,840,427 | $61M |
| 10 | EARNEST PARTNERS LLC | 4.10% | 4,652,714 | $59M |
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