EPR PROPERTIES REIT (EPR)
Sector: Real Estate
2026 Annual Meeting Analysis
EPR PROPERTIES REIT · Meeting: May 5, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Trustees
Has served since 2010 with relevant entertainment and financial expertise; no overboarding, attendance, or independence concerns; EPR's 3-year total return of +72.4% outperforms the peer group median by +61.8 percentage points, well below the 65-point threshold needed to trigger a vote against, so the TSR test does not apply.
Joined in 2024 and has been a trustee for less than 24 months, making him automatically exempt from the stock performance trigger; brings deep hospitality industry expertise directly relevant to EPR's experiential portfolio; no other concerns identified.
Has served since 2023, which is less than 24 months, so he is exempt from the stock performance trigger; brings extensive net-lease REIT and investment banking experience directly relevant to EPR's business; no other concerns identified.
Has served since 2019 with strong real estate industry credentials; EPR's 3-year total return of +72.4% outperforms the peer median by +61.8 percentage points, which does not meet the 65-point threshold required to trigger a vote against; no overboarding or attendance concerns identified.
Has served since 2019 as Lead Independent Trustee with extensive gaming and entertainment experience relevant to EPR's experiential focus; EPR's strong TSR outperformance of +61.8 percentage points versus peers does not reach the 65-point trigger threshold; no other concerns identified.
CEO and executive director since 2015; EPR's 3-year total return of +72.4% outperforms the peer group median by +61.8 percentage points, which does not meet the 65-point threshold required to trigger a vote against even for executive directors; no other concerns identified.
Has served since 2013 with a background in financial services and strategic consulting; EPR's 3-year total return of +72.4% outperforms the peer median by +61.8 percentage points, well below the 65-point trigger threshold; no overboarding or attendance concerns identified.
Joined in January 2025 and has been a trustee for less than 24 months, making him automatically exempt from the stock performance trigger; brings real estate, legal, and regulatory expertise relevant to EPR's portfolio; no other concerns identified.
Has served since 2022 and brings deep audit and accounting expertise as a former Deloitte partner, making her well-suited to chair the Audit Committee; EPR's 3-year TSR outperformance of +61.8 percentage points versus peers does not reach the 65-point trigger threshold; no other concerns identified.
Has served since 2022 with extensive real estate investment expertise from her roles at the MacArthur and Ford Foundations; EPR's 3-year TSR outperformance of +61.8 percentage points versus peers does not reach the 65-point trigger threshold; no other concerns identified.
All ten trustee nominees receive a FOR vote. EPR's 3-year price return of +72.4% is strongly positive and outperforms the compensation peer group median by +61.8 percentage points — just below the 65-point threshold needed to trigger votes against under the strong-positive TSR band — so the stock performance test does not fire for any director. Three nominees (William P. Brown, John P. Case III, and John Peter Suarez) joined within the past 24 months and are automatically exempt from the TSR trigger. The proxy discloses a detailed board skills matrix, all committee members are independent, no family relationships exist, and attendance exceeded 97% of all board and committee meetings in 2025.
Say on Pay
✓ FORCEO
Gregory K. Silvers
Total Comp
$10,901,683
Prior Support
92.4%%
CEO total compensation of approximately $10.9 million is within a reasonable range for a CEO of a $3.9 billion specialty REIT given EPR's strong 3-year price return of +72.4%, which significantly outpaced both the peer group median (+61.8 percentage points) and the equity REIT benchmark ^FNER — FTSE NAREIT All Equity REITs Index (+61.6 percentage points). Pay mix is strongly performance-oriented, with approximately 90% of CEO pay variable and at-risk through the annual incentive program and long-term equity awards tied to relative total shareholder return and earnings growth over multi-year periods — well above the 50-60% variable pay threshold required by policy. The prior say-on-pay vote received 92.4% shareholder support, a clawback policy is in place, and the compensation structure shows meaningful pay-for-performance alignment.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$1,298,025
Non-Audit Fees
$148,182
The non-audit fees for 2025 were $148,182 — just 11.4% of audit fees of $1,298,025 — which is well below the 50% threshold that would raise independence concerns. The proxy does not explicitly disclose KPMG's total tenure, so the tenure trigger cannot be confirmed and per policy a FOR vote is maintained. KPMG is a Big 4 firm and fully appropriate for a $3.9 billion market cap company; no material restatements are disclosed.
Overall Assessment
EPR Properties' 2026 annual meeting ballot contains three standard proposals — director elections, say-on-pay, and auditor ratification — all of which receive FOR votes. The company's strong 3-year total shareholder return of +72.4%, which outperforms the equity REIT benchmark ^FNER — FTSE NAREIT All Equity REITs Index by +61.6 percentage points and the compensation peer group median by +61.8 percentage points, supports favorable votes across the board, and the compensation program's heavy weighting toward performance-based equity awards reflects sound alignment between executive pay and shareholder outcomes.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing