Independent
Tenure on this board
11.8 yrs
8 nominees · 3 ballot items.
Elect eight directors; ratify Deloitte & Touche LLP as the company’s independent auditors for 2026; and approve, on an advisory (non-binding) basis, the compensation of the named executive officers.
To elect eight director nominees named in the proxy statement to serve one‑year terms expiring at the 2027 Annual Meeting.
To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non‑binding) vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say‑On‑Pay).
This management proposal asks shareholders to cast a non‑binding advisory vote to approve the Company’s disclosed executive compensation practices for named executive officers. Management seeks this advisory approval to confirm shareholder support for its pay programs, to demonstrate alignment between pay and performance, and to show responsiveness to investor feedback as part of its governance processes. The Company’s program relies on a mix of base salary, annual cash incentives tied to Core FFO, Same Center NOI and operating margin, and long‑term equity incentives including a Performance Share Plan (PSP) weighted toward relative TSR (67%) and absolute TSR (33%). The Compensation Committee engaged an independent consultant and used a retail‑focused REIT peer group and specific performance metrics to set targets and award levels; the proxy discloses that the 2025 annual incentive and PSP designs emphasize pay‑for‑performance and retention. Management notes governance features such as clawback policy, anti‑hedging/anti‑pledging rules, share ownership guidelines, and robust shareholder engagement, and points to historically high shareholder support (97.8% in 2025) as context for recommending approval. The Board emphasizes that the vote is advisory and non‑binding but that it will review the voting outcome and continue to engage with shareholders regarding compensation design. Given the program’s linkage to measurable financial and TSR outcomes and the Board’s review processes, management recommends a vote FOR the proposal as a signal of shareholder endorsement of its executive pay framework.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.4% | 13,073,224 | $444M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.4% | 11,935,801 | $406M |
| 3 | FMR LLC | 8.9% | 10,207,792 | $347M |
| 4 | STATE STREET CORP | 5.6% | 6,488,303 | $220M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,160,546 | $175M |
| 6 | BlackRock, Inc. | 3.9% | 4,424,400 | $150M |
| 7 | FMR LLC | 2.8% | 3,174,870 | $108M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.2% | 2,580,654 | $88M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.9% | 2,175,348 | $74M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.4% | 1,572,434 | $53M |
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