HIGHWOODS PROPERTIES REIT INC (HIW)
Sector: Real Estate
2026 Annual Meeting Analysis
HIGHWOODS PROPERTIES REIT INC · Meeting: May 12, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Extensive real estate development and investment experience through Bandera Ventures and Trammell Crow; no overboarding concerns (one outside public board); HIW's 3-year total return of +31.4% outperforms the peer group median by +13.3 percentage points, well below the 65pp threshold required to trigger a vote against.
Strong finance and capital markets background from senior Wells Fargo roles; serves on one other public company board (Goldman Sachs BDC); no TSR trigger fires given HIW's strong positive 3-year return and peer outperformance.
Brings strategic leadership and capital-intensive operational experience as CEO of DC Water; not a director of any other publicly-traded company; no TSR or overboarding concerns.
Distinguished real estate finance professor with deep REIT and mortgage-backed securities expertise; no outside public company board seats; no TSR trigger concerns.
CEO and director since September 2019 with deep operational knowledge of the company; not on any other public company board; HIW's 3-year TSR of +31.4% outperforms the peer group median by +13.3pp, far short of the 65pp threshold needed to trigger a vote against an executive director.
CPA and former CFO of Martin Marietta Materials with strong financial reporting expertise; serves on one other public company board (Insteel Industries); no overboarding or TSR concerns.
Former Global CFO of Morgan Stanley Real Estate with directly relevant real estate investment expertise; serves on one other public company board (National Health Investors); no overboarding or TSR concerns.
All seven directors receive a FOR vote. HIW's 3-year total return of +31.4% outperforms the disclosed peer group median by +13.3 percentage points, which is well below the 65-percentage-point underperformance threshold required to trigger a vote against any director. The board has appropriate skills, all independent directors meet NYSE independence standards, no director is overboarded, all directors attended at least 75% of meetings in 2025, no familial relationships with management are disclosed, and audit committee members include two designated financial experts.
Say on Pay
✓ FORCEO
Theodore J. Klinck
Total Comp
$5,124,352
Prior Support
95.4%%
CEO Theodore Klinck received total compensation of $5,124,352 in 2025, which is broadly in line with market expectations for a REIT CEO at HIW's market cap, and prior shareholder support was an overwhelming 95.4% at the 2025 annual meeting. The pay program is well-structured: roughly 50% of equity awards are performance-based (total return-based restricted stock that vests only if specific multi-year stock return thresholds are met), annual bonuses are tied to pre-set, measurable goals for FFO per share, net operating income growth, and average occupancy, and a meaningful clawback policy covering restatement scenarios is in place. HIW's 3-year total return of +31.4% outperforms the peer group median, demonstrating that the incentive structure is delivering pay in line with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,813,757
Non-Audit Fees
$128,435
Non-audit fees (tax compliance and planning of $128,435) represent only about 7% of audit fees ($1,813,757), well below the 50% threshold that would raise independence concerns; no material restatements are disclosed; Deloitte & Touche is a Big 4 firm appropriate for a $2.3 billion market cap REIT; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire, and all fees were pre-approved by the audit committee.
Actual Vote Results
Meeting held May 12, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Candice W. Todd | 99.9% | 95.8M | 117,539 | ✓ Elected |
| Charles A. Anderson | 99.3% | 95.3M | 662,234 | ✓ Elected |
| Theodore J. Klinck | 99.3% | 95.3M | 659,688 | ✓ Elected |
| David L. Gadis | 99.2% | 95.2M | 733,859 | ✓ Elected |
| Anne H. Lloyd | 98.7% | 94.7M | 1.3M | ✓ Elected |
| Carlos E. Evans | 96.8% | 92.9M | 3.0M | ✓ Elected |
| David J. Hartzell | 96.5% | 92.6M | 3.4M | ✓ Elected |
Broker non-votes: 4.9M
Say on Pay
For 93.8M · Against 2.1M · Abstain 82,707
Auditor Ratification
For 100.0M · Against 785,813 · Abstain 52,368
Overall Assessment
The 2026 Highwoods Properties annual meeting presents three standard proposals: election of seven directors, ratification of Deloitte & Touche as auditor, and an advisory vote on executive compensation. All three proposals receive a FOR vote — the board is well-qualified and independent, the audit relationship is clean with minimal non-audit fees, and the executive pay program is performance-linked with strong prior shareholder endorsement and positive relative stock performance.
Compensation Peer Group
7 companies disclosed in 2026 proxy filing