Not independent
Tenure on this board
11.4 yrs
8 nominees · 3 ballot items.
Elect eight trustees to serve until 2027; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed.
Elect the eight trustee nominees named in the proxy statement — Jeffrey S. Olson, Mary L. Baglivo, Steven H. Grapstein, Norman K. Jenkins, Kevin P. O’Shea, Catherine D. Rice, Katherine M. Sandstrom and Douglas W. Sesler — each to serve until the 2027 annual meeting and until their successors are duly elected and qualify.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory resolution 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 asks shareholders to cast an annual, non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, including the Compensation Discussion and Analysis and the accompanying tables and narrative. Management seeks shareholder endorsement to validate that its executive pay program — which emphasizes pay-for-performance, substantial equity-based compensation, and multi-year vesting — appropriately aligns management incentives with long‑term shareholder value. The program’s structure mixes annual short-term incentives tied to objective company metrics (notably FFO as Adjusted, same‑property NOI growth, leasing and project activation metrics) with long‑term incentive LTIP Units tied to absolute and relative TSR and multi‑year FFO and NOI performance, plus time‑based awards to aid retention. The Compensation Committee engaged an independent consultant and uses a peer group to set target levels, and the Company has governance features such as executive ownership guidelines, anti‑hedging/pledging policies and a clawback policy to mitigate excessive risk-taking. Management also offers an “alignment of interest” election allowing earned cash bonuses to be deferred into LTIP Units with a matching component to increase executive equity ownership. The vote is advisory — the Board will consider the outcome but is not legally bound by it — and the Company notes it holds the say‑on‑pay vote annually; historically the Company received ~86.8% approval in 2025, which informed continuity in program design. The Board recommends approval because it believes the mix of metrics, multi‑year vesting, and governance controls promote long‑term performance, retention, and alignment with shareholders while providing flexibility to adjust plan design in response to shareholder feedback and evolving business conditions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 14,292,896 | $286M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 11.2% | 14,147,537 | $283M |
| 3 | FMR LLC | 8.6% | 10,817,495 | $216M |
| 4 | STATE STREET CORP | 5.7% | 7,153,130 | $143M |
| 5 | FMR LLC | 4.9% | 6,163,880 | $123M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 5,682,244 | $114M |
| 7 | BlackRock, Inc. | 4.2% | 5,285,630 | $106M |
| 8 | Resolution Capital Ltd | 3.1% | 3,940,938 | $79M |
| 9 | WESTWOOD HOLDINGS GROUP INC | 2.8% | 3,545,009 | $71M |
| 10 | JENNISON ASSOCIATES LLC | 2.7% | 3,452,347 | $69M |
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