Not independent
Tenure on this board
37.1 yrs
Also a director at
Alexanders Inc (ALX)
10 nominees · 4 ballot items.
Election of 10 trustees; Ratification of Deloitte & Touche LLP as independent auditor; Advisory (non-binding) vote on executive compensation (say-on-pay); Approval of the Company’s 2026 Omnibus Share Plan.
Elect 10 nominees to the Board of Trustees to serve until the 2027 annual meeting.
Ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.
This management proposal asks shareholders to ratify the Audit Committee’s selection of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026. Management seeks shareholder approval as a matter of good corporate governance and to reaffirm the long-standing relationship; the Audit Committee reviewed auditor independence and fees and concluded such ratification is appropriate. The proposal is routine, requiring a majority of votes cast, and management recommends a vote FOR, noting that banks/brokers can vote discretionarily on this routine matter. The company discloses audit, audit-related, tax and other fees and pre-approval procedures and highlights that the Audit Committee may change the auditor irrespective of the shareholder vote. The rationale centers on continuity of audit oversight, existing familiarity with the company’s financials and audit processes, and the Audit Committee’s assessment of independence given partner rotation and regulatory safeguards.
Advisory vote to approve the compensation of the Named Executive Officers as disclosed in the proxy statement.
Management asks shareholders to approve, on a non-binding basis, executive compensation disclosed in the proxy. The board argues the program aligns pay with performance via performance-based equity, restricted units, holding periods, clawbacks and strong governance; notes prior strong shareholder support (~91% in 2025) and ongoing shareholder engagement. The advisory vote is routine and non-binding but will guide the Compensation Committee. The company’s rationale emphasizes retention, pay-for-performance, and balanced measures (FFO, TSR, operational and sustainability metrics), while acknowledging shareholder feedback will be considered.
Approve the 2026 Omnibus Share Plan to authorize up to 8,000,000 full-value Share equivalents (or 16,000,000 if not full-value) for equity awards to employees, trustees and consultants, replacing the 2023 plan.
The management proposal requests shareholder approval of a new omnibus equity plan to replace the exhausted 2023 Omnibus Plan and provide up to 8,000,000 full-value Share equivalents for future grants (16,000,000 if awarded as options). The board frames this as necessary to retain and attract talent and to align management with shareholders. Key plan design features include no evergreen replenishment, strict share counting (no liberal recycling), minimum one-year vesting (with limited exceptions), prohibition on repricing without shareholder approval, clawback and anti-hedging policies, and limits on incentive stock option issuance. The plan includes customary adjustment mechanics and change-in-control provisions and the Compensation Committee retains broad discretion on grant terms. The board recommends a FOR vote, arguing the proposed share pool is sufficient for five-year needs and that failing approval would hinder compensation flexibility and talent retention. The analysis should consider burn rate, overhang, recent large awards (June 2023 grants), dilution concerns, and governance features that are shareholder-friendly relative to typical omnibus plans.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.78% | 14,637,038 | $380M |
| 2 | BlackRock, Inc. | 5.58% | 10,493,371 | $273M |
| 3 | FRANKLIN RESOURCES INC | 5.30% | 9,961,330 | $259M |
| 4 | STATE STREET CORP | 4.34% | 8,169,899 | $212M |
| 5 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.24% | 7,976,707 | $207M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.06% | 7,637,167 | $198M |
| 7 | Resolution Capital Ltd | 3.97% | 7,459,981 | $194M |
| 8 | BlackRock, Inc. | 3.67% | 6,912,132 | $180M |
| 9 | Kemnay Advisory Services Inc. | 3.10% | 5,834,481 | $152M |
| 10 | PRINCIPAL FINANCIAL GROUP INC | 3.08% | 5,794,626 | $151M |
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