Digital Realty Trust Annual Meeting: Director Elections & Auditor Ratification

Ticker: DLR-PL · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1297996

Digital Realty Trust, Inc. DEF 14A Filing Summary
FieldDetail
CompanyDigital Realty Trust, Inc. (DLR-PL)
Form TypeDEF 14A
Filed DateApr 26, 2024
Risk Levellow
Pages15
Reading Time17 min
Key Dollar Amounts$25,000, $100,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance, auditor-ratification

Related Tickers: DLR

TL;DR

DRT annual meeting June 7th - vote on directors & KPMG auditor.

AI Summary

Digital Realty Trust, Inc. is holding its 2024 Annual Meeting of Stockholders on June 7, 2024, at 10:00 a.m. CDT in Austin, TX. Key agenda items include the election of nine directors, including President & CEO Andrew P. Power, to serve until the 2025 meeting, and the ratification of KPMG LLP as the independent auditor for the year ending December 31, 2024.

Why It Matters

This filing outlines the critical decisions shareholders will make regarding board composition and auditor oversight, impacting the company's governance and financial reporting integrity.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.

Key Players & Entities

  • Digital Realty Trust, Inc. (company) — Registrant
  • Andrew P. Power (person) — President & Chief Executive Officer and Director Nominee
  • VeraLinn Jamieson (person) — Director Nominee
  • Kevin J. Kennedy (person) — Director Nominee
  • William G. LaPerch (person) — Director Nominee
  • Jean F.H.P. Mandeville (person) — Director Nominee
  • Afshin Mohebbi (person) — Director Nominee
  • Mark R. Patterson (person) — Director Nominee
  • Mary Hogan Preusse (person) — Director Nominee
  • Susan Swanezy (person) — Director Nominee

FAQ

When and where is the 2024 Annual Meeting of Stockholders for Digital Realty Trust, Inc.?

The 2024 Annual Meeting of Stockholders will be held on June 7, 2024, at 10:00 a.m. CDT, at 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735.

Who are the individuals nominated for election to the Board of Directors?

The individuals nominated for election are VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Andrew P. Power, and Susan Swanezy.

What is the term for which the nominated directors are being elected?

Each director is to serve until the 2025 Annual Meeting of Stockholders and until a successor is duly elected and qualifies.

What is the purpose of ratifying KPMG LLP?

The purpose is to consider and vote upon ratifying the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.

Is this filing a preliminary or definitive proxy statement?

The filing is a Definitive Proxy Statement, as indicated by the check box options.

Filing Stats: 4,374 words · 17 min read · ~15 pages · Grade level 15.3 · Accepted 2024-04-26 16:05:43

Key Financial Figures

  • $25,000 — contributions from the Company totaling $25,000 or more in 2023. Based on each organiza
  • $100,000 — 2023, the Company matched approximately $100,000 in employee and director donations to m

Filing Documents

(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 Andrew P. Power President & Chief Executive Officer Message from Our President & Chief Executive Officer Dear Stockholder: You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation (the Company), to be held on June 7, 2024, at 10:00 a.m. CDT, at 5707 Southwest Parkway, Building 1, Suite 275, Austin, TX 78735. The purposes of this year's Annual Meeting are to: (i) consider and vote upon the election of VeraLinn Jamieson, Kevin J. Kennedy, William G. LaPerch, Jean F.H.P. Mandeville, Afshin Mohebbi, Mark R. Patterson, Mary Hogan Preusse, Andrew P. Power and Susan Swanezy as members of the Company's Board of Directors, each to serve until the 2025 Annual Meeting of Stockholders and until a successor for each is duly elected and qualifies; (ii) consider and vote upon ratifying the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024; (iii) consider and vote upon a resolution to approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (Say-on-Pay); and (iv) transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof. The accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement describe these matters. We urge you to read this information carefully. It is important that your shares be represented and voted whether or not you plan to attend the Annual Meeting in person. If you choose not to attend and vote at the Annual Meeting in person, you may authorize your proxy via the Internet, by telephone or, if you are receiving a paper copy of the Proxy

Executive Compensation

Executive Compensation 48 Compensation Discussion and Analysis 48 Executive Summary 48 Overview of Our Executive Compensation Program 52 Determination of Executive Compensation 54 Elements of Compensation 56 Tax and Accounting Considerations 65 Compensation Committee Report 66 Compensation Committee Interlocks and Insider Participation 66 Summary Compensation Table 67 Grants of Plan-Based Awards 69 Narrative Disclosure to Compensation Tables 71 Employment and Severance Agreements 71 Outstanding Equity Awards at Fiscal Year-End 73 Option Exercises and Stock Vested 77 Deferred Compensation Plan 78 Potential Payments upon Termination or Change in Control 79 Employment Agreements 79 Severance Agreements 80 Termination Payments to Mr. Dyer 80 Estimated Potential Payments 81 CEO Pay Ratio 82 Determining the Median Employee 82 2024 Compensation 82 Pay Versus Performance Disclosure 83 Director Compensation 87 Cash Compensation 87 Director Election Program 87 Equity Compensation 88 Stock Ownership Guidelines 90 Anti-Hedging and Anti-Pledging Policy 90 Compensation Risk Assessment 90 Equity Compensation Plans 91 Proposal 3: Advisory Non-Binding Vote on Executive Compensation 92 Background 92 Summary 92 Recommendation 93 Certain Relationships and Related Party Transactions 94 Review, Approval or Ratification of Transactions with Related Persons 94 Indemnification Agreements 94 Annual Report on Form 10-K 95 Other Matters 95 Delinquent Section 16(a) Reports 95 Stockholder Proposals and Nominations 95 Householding of Proxy Materials 96 Appendix 97

Forward-Looking Statements

Forward-Looking Statements 97 Non-GAAP Financial Measures 97 2024 Proxy Statement 5 Back to Contents Proxy Summary This summary highlights some of the topics discussed in this Proxy Statement for the 2024 Annual Meeting of Stockholders (the Annual Meeting) of Digital Realty Trust, Inc., a Maryland corporation. It does not cover all of the information you should consider before voting, and you are encouraged to read the entire Proxy Statement before casting your vote. General Information Meeting: Annual Meeting of Stockholders Stock Symbol: DLR Date: Friday, June 7, 2024 Exchange: New York Stock Exchange Time: 10:00 a.m. CDT Location: 5707 Southwest Parkway Building 1, Suite 275 Austin, TX 78735 Public Company Since: 2004 Record Date: April 8, 2024 Common Stock Outstanding as of the Record Date: 312,424,379 shares Corporate Website: www.digitalrealty.com Investor Relations Website: investor.digitalrealty.com The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement. Notes: References in this Proxy Summary to: "Company" or "Digital Realty" refer to Digital Realty Trust, Inc.; "Operating Partnership" refer to Digital Realty Trust, L.P., of which Digital Realty Trust, Inc. is the general partner; "Interxion" refer to InterXion Holding N.V.; and "Interxion combination" refer to the combination of the Company and Interxion, which closed in March 2020. 2024 Proxy Statement 6 Back to Contents Directors We believe the membership of our Board of Directors (Board) is both balanced and diverse in experience, qualifications, attributes, skills, professional background, areas of expertise and perspectives and that the range of tenures of our directors (shown below) creates a synergy between institutional knowledge and new perspectives. For more information about our Board, please see "Propos

View Full Filing

View this DEF 14A filing on SEC EDGAR

View on ReadTheFiling | About | Contact | Privacy | Terms

Data from SEC EDGAR. Not affiliated with the SEC. Not investment advice. © 2026 OpenDataHQ.