Independent
Tenure on this board
10.4 yrs
5 nominees · 4 ballot items.
Elect five directors; approve amendment and restatement of the 2017 Equity Incentive Plan (A&R Plan); ratify RSM US LLP as independent registered public accounting firm; and approve, on a non-binding advisory basis, the Company’s executive compensation (say-on-pay).
Elect five director nominees (William C. Zachary, George B. Langa, Mark C. Winmill, Russell E. Burke III, and Sally C. Carroll, Esq.) to serve until the 2027 Annual Meeting and until their successors are duly elected and qualify.
Approve the Amended and Restated 2017 Equity Incentive Plan to increase share reserve by 1,000,000 shares, add director annual limits, amend change-in-control definition, remove obsolete Section 162(m) language, and extend plan term for ten years after approval.
This management proposal asks shareholders to approve an amended and restated version of the Company's 2017 Equity Incentive Plan (the A&R Plan) that would materially increase the pool of shares available for equity awards and update several plan provisions. Management seeks approval to add 1,000,000 shares to the plan reserve (bringing total authorized including outstanding awards to 1,393,661 shares as of April 9, 2026), to increase the number of shares available for incentive stock options by the same amount, to add an explicit annual per-director compensation cap, to amend the change-in-control definition from a 30% to a >50% voting power threshold, to remove obsolete language tied to Section 162(m), and to extend the plan term for ten years following shareholder approval. The Board and Compensation Committee state they need these amendments to continue granting equity awards to attract, retain, and incentivize executives, directors and key employees and to align management and stockholder interests for long-term value creation. The company discloses potential dilution metrics (a projected increase in total potential dilution to approximately 8.8% if approved) and historical burn rate and overhang analyses to justify the requested share increase and to show historical conservative equity usage. The A&R Plan includes customary governance features such as Committee administration, limits on repricing without shareholder approval, change-in-control adjustments, performance-based award mechanics tied to measures like AFFO and SSRG, and clawback and Section 409A provisions. Management also notes that awards will remain discretionary and that approval would permit the Company to file a Form S-8 to register the new shares. The Board recommends a FOR vote, arguing that the A&R Plan balances the need for equity incentives with controls on dilution and appropriate limitations for non-employee director compensation.
Ratify the appointment of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the Company's executive compensation as disclosed in the proxy statement (say-on-pay).
This management proposal requests a non-binding advisory 'say-on-pay' approval of the Company's executive compensation as disclosed in the proxy. Management seeks shareholder affirmation that the combination of base salary, annual cash bonuses, and long-term equity awards (including performance‑vested restricted shares tied to AFFO and same-store revenue growth) is appropriate and aligned with stockholder interests. The Compensation Committee highlights the use of an independent consultant (Willis Towers Watson), performance metrics (AFFO and SSRG), and multi-year equity award practices to link pay with company performance and retention objectives. The company notes that roughly 80% of votes at the 2025 annual meeting supported its executive compensation program, which the Compensation Committee views as endorsement and expects to consider stockholder feedback going forward. Because the vote is advisory, it will not be binding on the Board, but the Board and Compensation Committee state they will consider the outcome when making future compensation decisions. The proposal underscores retention-focused elements including time‑based vesting schedules and change-in-control protections for restricted shares, and describes severance and employment agreement features for the CEO. The Board recommends a FOR vote, asserting that the program promotes long-term shareholder value and aligns executives' interests with corporate strategy.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | WINMILL CO. INC | 5.13% | 586,500 | $3M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.76% | 430,003 | $2M |
| 3 | MARATHON CAPITAL MANAGEMENT | 2.27% | 259,627 | $1M |
| 4 | BlackRock, Inc. | 2.17% | 247,491 | $1M |
| 5 | RENAISSANCE TECHNOLOGIES LLC | 1.89% | 216,175 | $1M |
| 6 | WELLS FARGO COMPANY/MN | 1.13% | 128,917 | $659K |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.05% | 120,086 | $614K |
| 8 | Private Capital Management, LLC | 0.91% | 103,549 | $529K |
| 9 | Kestra Advisory Services, LLC | 0.55% | 63,120 | $323K |
| 10 | MORGAN STANLEY | 0.54% | 61,498 | $314K |
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