Independent
Tenure on this board
10.1 yrs
Also a director at
Avalonbay Communities Inc (AVB)Maui Land & Pineapple Co Inc (MLP)
13 nominees · 4 ballot items.
Shareholders will vote to elect directors (13 total, including 11 independent nominees and 2 Class B nominees), cast a non-binding advisory “say-on-pay” vote to approve Named Executive Officer compensation, ratify Ernst & Young LLP as the independent registered public accounting firm for 2026, and consider any other business properly brought before the meeting.
Elect thirteen directors to the Board to serve until the next annual meeting (including eleven independent director nominees elected by holders of voting shares and two directors to be elected by the voting trustee who votes the Class B common stock).
Non-binding advisory (“Say-on-Pay”) vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis and Executive Compensation Tables for 2025.
This proposal is a non-binding advisory vote asking shareholders to approve the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy statement. Management is seeking shareholder support to confirm that the Company’s pay programs—anchored in a pay-for-performance philosophy and comprising formulaic annual cash incentives, performance-based LTIP units, time-based RSUs, a Corporate ICP, and the A&R OPI Program—are aligned with long-term shareholder value. The Compensation Committee frames this vote in the context of strong 2025 financial results, including record FFO, dividend returns and TSR, while acknowledging that the 2025 say‑on‑pay outcome reflected investor concern about the relative magnitude of a single transaction-based outcome (the ABG monetization) rather than the design of the programs themselves. In response, the Committee exercised conservative discretion—declining to reallocate unallocated portions of the formulaic pool and extending vesting for certain awards—to reduce near-term realizable pay and strengthen retention. The Committee also pursued extended shareholder engagement, incorporated feedback into enhanced disclosures, and emphasized that structural safeguards (formulaic funding, equity-only delivery, hard caps, multi‑year vesting, and clawback policies) limit excessive payouts. The Board recommends approval because it believes the compensation mix aligns executives’ interests with shareholders, preserves incentives for long-term value creation, and is subject to robust governance and oversight by an independent Compensation Committee and independent consultant. A vote FOR supports management’s continued use of these compensation structures while signaling investor affirmation of the Company’s current governance and incentive practices; a vote AGAINST would signal continued shareholder dissatisfaction and could prompt further program adjustments. The advisory nature of the vote means the Board will consider results and continued investor engagement when making future compensation decisions.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Consideration of any other matters that may properly come before the meeting or any adjournments or postponements of the meeting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.1% | 23,098,132 | $4.3B |
| 2 | STATE STREET CORP | 6.5% | 20,931,309 | $3.9B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 20,573,701 | $3.8B |
| 4 | BlackRock, Inc. | 4.6% | 15,068,133 | $2.8B |
| 5 | BlackRock, Inc. | 3.1% | 10,153,641 | $1.9B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 3.0% | 9,769,258 | $1.8B |
| 7 | Capital World Investors | 2.8% | 9,050,315 | $1.7B |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.6% | 8,402,264 | $1.6B |
| 9 | COHEN STEERS, INC. | 1.8% | 5,882,007 | $1.1B |
| 10 | BANK OF AMERICA CORP /DE/ | 1.8% | 5,805,455 | $1.1B |
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