Independent
Tenure on this board
1.8 yrs
11 nominees · 3 ballot items.
Election of 11 directors; advisory approval of executive compensation (Say on Pay) for 2025; ratification of KPMG LLP as independent auditors for 2026; and transacting other business as may properly come before the meeting.
Elect 11 nominees to the Board to serve until the 2027 Annual Meeting.
Non-binding advisory vote to approve the Company’s 2025 executive compensation as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to endorse the Company’s executive compensation program for fiscal year 2025 as disclosed in the proxy statement. Management seeks approval to validate its compensation design, which emphasizes pay-for-performance through a mix of base salary, annual cash incentives tied to Core Operating Earnings per Share and corporate responsibility objectives, and long-term performance shares tied to relative total shareholder return versus the FTSE Nareit Equity Shopping Centers Index. The Compensation Committee argues the program aligns executives’ incentives with shareholders by weighting a substantial portion of pay on performance metrics and maintaining governance safeguards (independent committee oversight, independent compensation consultant, clawback policies, stock ownership and anti-hedging rules). The board recommends a “FOR” vote, noting the program’s strong 2025 performance outcomes (e.g., Core Operating Earnings per Share achievement and payouts) and prior shareholder support (about 92% in 2025). A “FOR” vote is advisory but will be considered in future compensation decisions; downsides include its non-binding nature and potential disagreement from investors focused on TSR outcomes for certain multi-year awards.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.2% | 14,988,914 | $1.1B |
| 2 | STATE STREET CORP | 6.7% | 12,264,280 | $937M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.2% | 11,290,729 | $854M |
| 4 | PRINCIPAL FINANCIAL GROUP INC | 5.3% | 9,726,038 | $736M |
| 5 | JPMORGAN CHASE CO | 4.7% | 8,676,609 | $650M |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.3% | 7,928,087 | $600M |
| 7 | BlackRock, Inc. | 4.0% | 7,286,928 | $551M |
| 8 | BlackRock, Inc. | 3.3% | 6,118,987 | $463M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 4,479,161 | $338M |
| 10 | Invesco Ltd. | 1.9% | 3,553,106 | $269M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.