Not independent
Tenure on this board
40.4 yrs
Also a director at
Universal Health Services Inc (UHS)
7 nominees · 4 ballot items.
Shareholders will vote to elect two Class I Trustees, cast an advisory (nonbinding) vote to approve named executive officer compensation (“say-on-pay”), ratify KPMG LLP as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and transact any other business properly brought before the meeting.
Election of two Class I Trustees (Alan B. Miller and Robert F. McCadden) to serve three-year terms expiring in 2029.
Nonbinding advisory ("say-on-pay") vote to approve the compensation paid to the Trust’s named executive officers as disclosed in the proxy statement.
This management proposal requests a non-binding, advisory approval of the Trust’s named executive officer (NEO) compensation as disclosed in the proxy materials, effectively asking shareholders to endorse the overall compensation philosophy and disclosed pay outcomes rather than any single element of pay. Management is seeking approval to demonstrate shareholder support for its compensation practices, which rely heavily on stock-based long-term incentives and an advisory arrangement with UHS that provides executive personnel and services; the proxy highlights enhanced disclosures about the Advisor fee, allocation of Advisor-paid compensation, and UHT stock awards to improve transparency. The Trust frames this vote as an annual opportunity for shareholders to express their views and notes that the Compensation Committee will consider the voting outcome when setting future compensation, though the vote remains non-binding. Contextually, the Trust has historically structured executive pay largely through restricted stock awards and an advisory fee to UHS; the proxy discloses how advisory fees and equity awards compare to peer groups and provides a pay-versus-performance analysis. Management emphasizes that enhanced disclosures have correlated with strong historical shareholder support (95% in 2024, 94% in 2023, and 93% in 2022) to justify continued reliance on the current program. The board’s recommendation to vote FOR is grounded in its view that the compensation program aligns executives’ interests with long-term shareholder value, that advisory and equity arrangements are reasonable versus peers, and that recent grant practices (fixed-dollar equity awards tied to peer benchmarking and TSR-based performance metrics) provide appropriate incentives. The proposal is procedurally an ordinary majority vote and is informational to investors and governance stakeholders; because it is advisory, a negative result would not automatically change pay but would prompt the Compensation Committee to reassess policies and disclosures. Analysts should weigh the Trust’s dependence on an external advisor, the concentration of revenue with UHS-related tenants, and the relatively simple compensation structure when evaluating whether a ‘‘FOR’’ recommendation signals substantive alignment or primarily reflects customary practice at advisor-managed REITs.
Ratify the Audit Committee’s selection of KPMG LLP as the Trust’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transact such other business as may properly come before the meeting or any adjournment thereof (discretionary matters), with proxies granted discretionary authority to vote on such matters.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.41% | 1,444,825 | $58M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.90% | 957,786 | $39M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.29% | 595,253 | $24M |
| 4 | STATE STREET CORP | 4.03% | 559,260 | $23M |
| 5 | BlackRock, Inc. | 3.26% | 451,970 | $18M |
| 6 | MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 2.45% | 340,130 | $14M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.21% | 307,014 | $12M |
| 8 | RENAISSANCE TECHNOLOGIES LLC | 1.59% | 220,110 | $9M |
| 9 | BlackRock, Inc. | 1.52% | 211,465 | $9M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.28% | 177,493 | $7M |
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