Not independent
Tenure on this board
11.7 yrs
6 nominees · 4 ballot items.
Elect six directors; advisory (non-binding) approval of named executive officer compensation; approve amendment to 2016 Equity Incentive Plan to extend the plan term through May 20, 2036 and add 300,000 shares; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026.
Elect six nominees to the Board of Directors to serve until the 2027 annual meeting and until their successors are elected and qualify.
Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the Proxy Statement.
This management-sponsored advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed 2025 named executive officer (NEO) compensation. Management seeks this advisory approval to confirm stockholder support for its pay programs and to inform future compensation decisions; the Compensation Committee will consider the vote results but is not legally bound by them. The Company’s pay program for 2025 combines base salary, an annual incentive plan (60% cash/40% LTIP Units) tied to occupancy, Core FFO/share, leverage, acquisitions, and individual performance, and long-term LTIP Units tied to absolute and relative total shareholder return, with double-trigger and clawback features. The Board and Compensation Committee argue these features align executive incentives with near- and long-term stockholder returns, retain key executives (including retention LTIP awards for the new CEO), and use independent benchmarking and an independent consultant to set pay. Contextually, the company underwent leadership change in 2025 (new CEO appointed June 23, 2025) and took balance-sheet actions (preferred equity issuance, credit facility amendment) and portfolio reviews that affected compensation design and pay outcomes. The advisory nature means stockholder rejection would not overturn pay but could prompt substantive committee review and program changes; the Company references strong prior say-on-pay support (~96% in 2025) as a governance signal. Potential governance considerations include the mix of performance metrics, the use of LTIP Units (partnership-structured interests) which convert to shares/OP units, and severance/retention arrangements for executives; investors will weigh the extent to which disclosed targets and outcomes reflect appropriate pay-for-performance. Overall, the Board recommends a FOR vote because it believes the program appropriately balances retention, alignment, and performance incentives while incorporating governance safeguards such as clawbacks and independent advisor input.
Approve an amendment to the 2016 Equity Incentive Plan to extend the plan term through May 20, 2036 and increase the number of shares available under the plan by 300,000 shares (plus administrative updates).
This management proposal requests stockholder approval to amend the Company’s existing 2016 Equity Incentive Plan to (i) extend the plan term by ten years (through May 20, 2036) and (ii) increase available shares under the plan by 300,000. Management seeks approval to ensure continued capacity to grant equity-based awards (LTIP Units and other awards) that it views as critical for attracting, retaining and incentivizing executives, employees and non-employee directors, noting that the plan would otherwise expire in June 2026 or exhaust currently available shares. The Compensation Committee engaged an independent consultant (Farient) and considered dilution metrics, historical burn rates (three‑year average ~0.98%), the pro-forma dilution (approximately 6.32% inclusive of the requested shares), and peer practices before recommending the amendment. Company disclosures emphasize stockholder-friendly features retained in the amended plan — no evergreen, no option/SAR repricing without stockholder approval, limits on non-employee director awards, independent committee administration, and no excise tax gross-ups — as mitigants to dilution and governance risk. Approving the amendment would allow the Company to continue issuing LTIP Units (which are partnership profits-interest-style units that may convert to shares or cash) and other equity awards used in both annual and long-term incentive programs; declining approval would likely force the Company to increase cash compensation, potentially reducing alignment with stockholder interests and increasing near-term cash outflows. The Board’s recommendation for FOR is grounded in the need to preserve competitive compensation tools while balancing dilution concerns; sophisticated investors should weigh the incremental dilution, plan design safeguards, historical award pacing, and the Company’s stated use of awards (recruiting, retention, performance alignment) when evaluating the merit of the amendment.
Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 640,191 | $21M |
| 2 | BlackRock, Inc. | 4.3% | 568,503 | $19M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 549,764 | $18M |
| 4 | BlackRock, Inc. | 3.5% | 456,883 | $15M |
| 5 | HEARTLAND ADVISORS INC | 3.4% | 444,085 | $15M |
| 6 | Alyeska Investment Group, L.P. | 2.9% | 378,476 | $13M |
| 7 | STATE STREET CORP | 2.6% | 338,746 | $11M |
| 8 | Invesco Ltd. | 2.4% | 316,521 | $10M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.3% | 310,796 | $10M |
| 10 | STIFEL FINANCIAL CORP | 2.0% | 268,929 | $9M |
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