BXP INC (BXP)
Sector: Real Estate
2026 Annual Meeting Analysis
BXP INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eleven (11) Directors
BXP's 3-year total return of +19% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +5.9 percentage points, well below the 35-point trigger threshold required to fire a vote against; no overboarding, attendance, or independence concerns.
As an executive director, the same TSR trigger applies; BXP's +19% 3-year return outperforms ^FNER by +5.9 percentage points, far short of the 35-point threshold; no other concerns identified.
Independent Lead Independent Director with 13+ years of service; TSR trigger does not apply given BXP's outperformance of ^FNER; no overboarding (holds no other public company board seats), and attendance exceeded 75%.
Independent director with extensive REIT experience; holds no current outside public company board seats; TSR trigger does not apply; all audit committee independence and financial expertise requirements met.
Independent director with deep real estate and architecture expertise; holds no other public company board seats; TSR trigger does not apply; no concerns identified.
Independent director with executive and energy-sector experience; holds one other public company board seat (Hawaiian Electric), within the three-seat limit; TSR trigger does not apply; qualifies as audit committee financial expert.
Independent director with 15+ years of real estate investment banking experience; holds one outside public company board seat (Ventas, Inc.), within the three-seat limit; TSR trigger does not apply; no other concerns.
Independent director who joined in May 2024, giving him less than 24 months of tenure, which exempts him from the TSR trigger under policy; holds two outside public company board seats (AvalonBay and Park Hotels), within the three-seat limit; strong REIT governance credentials.
Independent director who joined in May 2025, well within the 24-month new-director exemption from the TSR trigger; holds two current outside public company board seats (UBS Group AG and Datadog), within the three-seat limit; qualifies as audit committee financial expert.
Independent director with extensive real estate investment experience; holds one outside public company board seat (FRP Holdings), within the three-seat limit; TSR trigger does not apply; no other concerns identified.
Independent director who joined in May 2023, just over 24 months ago but tenure covers less than half of the 3-year measurement window; TSR trigger does not fire regardless given BXP's +5.9pp outperformance of ^FNER; holds no other public company board seats; no other concerns.
All eleven director nominees receive a FOR vote. BXP's 3-year total shareholder return of +19% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by approximately +5.9 percentage points, well below the 35-point underperformance threshold required to trigger votes against directors under the low-positive-TSR policy band. No directors are overboarded, attendance was above 75% for all nominees, all audit committee members have the required financial expertise, and no independence or familial-relationship concerns were identified. Two directors (Naughton and Richardson) are within the 24-month new-director exemption from the TSR trigger regardless.
Say on Pay
✓ FORCEO
Owen D. Thomas
Total Comp
$23,047,305
Prior Support
89%%
The 2025 Say on Pay vote received approximately 89% support, well above the 70% threshold that would require remediation action, and the company made meaningful changes to its compensation program in direct response to the 67.5% support received in 2024 (reducing the weight of individual goals, adding earnings-based metrics to the long-term plan, and eliminating the standalone absolute TSR component). The pay program is heavily performance-oriented — the company discloses that 93% of the CEO's total target pay is 'at risk,' with more than half of long-term equity delivered as performance-based awards tied to multi-year relative total shareholder return, earnings growth, and rigorous stock price hurdles under the 2025 Outperformance Plan. BXP's 3-year total shareholder return of +19% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +5.9 percentage points, meaning above-benchmark incentive pay is supported by relative performance, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$3,105,153
Non-Audit Fees
$1,046,470
Non-audit fees (audit-related fees of $628,539 plus tax fees of $415,931 plus other fees of $2,125 = $1,046,595) represent approximately 34% of total audit fees of $3,105,153, which is comfortably below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of BXP's size and complexity. Auditor tenure is not disclosed in the proxy, so no tenure trigger is applied per policy. No material financial restatements were identified.
Overall Assessment
BXP's 2026 annual meeting presents three standard proposals: election of eleven directors, advisory vote on executive pay, and auditor ratification. All three receive a FOR vote — the director slate is clean with no TSR trigger, overboarding, or independence issues; the compensation program was meaningfully reformed following a weak 2024 say-on-pay result and earned 89% support in 2025; and the auditor fee structure shows non-audit fees well within acceptable limits at approximately 34% of audit fees.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing