Sector: Real Estate
NNN REIT INC · Meeting: May 12, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Independent director with strong financial expertise (CPA, former CFO of Marathon Petroleum), no attendance issues, no overboarding concerns, and NNN's 3-year TSR of +17.4% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +4.3 percentage points — well below the 50pp threshold needed to trigger an AGAINST vote.
Independent director with deep REIT sector expertise as a former REIT research analyst and non-practicing CPA, no overboarding, full attendance, and NNN's TSR outperforms ^FNER by +4.3pp against a 50pp threshold — no TSR trigger applies.
Newly appointed Board Chairperson with extensive REIT operating experience as a 15-year CEO of Highwoods Properties, no attendance issues, no overboarding, and NNN's TSR outperforms ^FNER by +4.3pp — well within the acceptable range under the policy.
Independent director with active CPA credentials and CFO-level financial expertise, joined in August 2022 (within the last four years), no attendance issues, and NNN's TSR outperforms the ^FNER benchmark — no policy trigger applies.
Independent director serving as Compensation Committee Chair with extensive executive leadership experience; she currently sits on three public company boards (Kenvue, Dentsply Sirona, Western Union), which is below the four-board overboarding threshold, and NNN's TSR does not trigger the ^FNER underperformance threshold.
Independent director with operations and real estate management background, joined January 2022 (just over four years of tenure), no overboarding, full attendance reported, and NNN's TSR outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +4.3pp — no negative trigger applies.
CEO and executive director who joined the board in February 2022; NNN's 3-year TSR of +17.4% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +4.3 percentage points, which is far below the 50pp underperformance threshold required to trigger an AGAINST vote, so no TSR-based director vote concern arises independently of the Say on Pay evaluation.
All seven director nominees — six independent and one executive — pass every applicable policy screen. NNN's 3-year total return of +17.4% beats the ^FNER (FTSE NAREIT All Equity REITs Index) by +4.3 percentage points, well short of the 50pp threshold required to trigger AGAINST votes. No director is overboarded, all attendance is reported at or above 93.8% of meetings, all audit committee members have demonstrated financial expertise, and no familial relationships with management are disclosed. The full slate receives a FOR vote determination.
CEO
Stephen A. Horn, Jr.
Total Comp
$9,730,926
Prior Support
96.3%%
CEO Stephen Horn's total compensation of $9,730,926 is reasonable for a retail REIT CEO at an $8 billion market-cap company, and the company reports that his target total direct pay was within 15% of the peer group median — within the acceptable range under our policy. Pay structure is strong: approximately 81% of the CEO's pay is variable (annual cash bonus plus long-term equity), well above the 50-60% threshold the policy requires, with 70% of the long-term equity tied to a three-year relative total shareholder return goal versus a broad REIT comparator group — a rigorous, long-term performance condition. The prior year's Say on Pay received 96.3% shareholder support, signaling broad investor endorsement, and the company has a meaningful clawback policy in place that covers incentive-based compensation in the event of a financial restatement.
Auditor
Ernst & Young LLP
Tenure
3 yrs
Audit Fees
$2,079,309
Non-Audit Fees
$32,086
Ernst & Young LLP is a Big 4 firm appropriate for NNN's approximately $8 billion market cap. Non-audit fees (tax services of $32,086) represent only about 1.5% of audit fees ($2,079,309), far below the 50% threshold that would raise independence concerns. The proxy discloses only three years of tenure with EY, well below the 25-year tenure trigger. No material financial restatements are disclosed.
NNN REIT's 2026 annual meeting ballot contains three standard proposals: election of seven directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All proposals receive FOR vote determinations — the director slate is well-qualified and independent, auditor fees are well within independence norms, and the executive pay program is heavily performance-oriented with strong prior shareholder support.
1 companies disclosed in 2026 proxy filing
