EPR Properties Sets 2024 Shareholder Meeting for May 29

Ticker: EPR-PE · Form: DEF 14A · Filed: Apr 17, 2024 · CIK: 1045450

Epr Properties DEF 14A Filing Summary
FieldDetail
CompanyEpr Properties (EPR-PE)
Form TypeDEF 14A
Filed DateApr 17, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$705.7 million, $148.9 m, $1.97, $152.1 m, $2.03
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, governance, executive-compensation

TL;DR

EPR Properties shareholder meeting May 29: vote on trustees, exec pay, and auditors.

AI Summary

EPR Properties will hold its 2024 Annual Meeting of Shareholders on May 29, 2024, at 11:00 a.m. in Kansas City, Missouri. Shareholders will vote on electing eight trustees, including Peter C. Brown and Virginia E. Shanks, for a one-year term. They will also vote on an advisory basis for the named executive officers' compensation and ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2024.

Why It Matters

This filing outlines key shareholder votes, including executive compensation and auditor ratification, which can impact investor confidence and the company's governance.

Risk Assessment

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

Key Numbers

  • 2024 — Annual Meeting Year (Shareholders will vote on proposals at the 2024 meeting.)
  • May 29, 2024 — Meeting Date (The date for the 2024 Annual Meeting of Shareholders.)
  • 11:00 a.m. — Meeting Time (The start time for the 2024 Annual Meeting of Shareholders.)

Key Players & Entities

  • EPR Properties (company) — Registrant
  • Peter C. Brown (person) — Nominee for Trustee
  • John P. Case III (person) — Nominee for Trustee
  • James B. Connor (person) — Nominee for Trustee
  • Virginia E. Shanks (person) — Nominee for Trustee
  • Gregory K. Silvers (person) — Nominee for Trustee
  • Robin P. Sterneck (person) — Nominee for Trustee
  • Lisa G. Trimberger (person) — Nominee for Trustee
  • Caixia Y. Ziegler (person) — Nominee for Trustee
  • KPMG LLP (company) — Independent Registered Public Accounting Firm

FAQ

What is the purpose of the EPR Properties DEF 14A filing?

The filing is a proxy statement providing information to shareholders regarding the upcoming 2024 Annual Meeting, including proposals to be voted upon.

When and where will the EPR Properties 2024 Annual Meeting of Shareholders be held?

The meeting will be held on May 29, 2024, at 11:00 a.m. at EPR Properties' offices located at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106.

What are the main proposals shareholders will vote on at the meeting?

Shareholders will vote on electing trustees, approving named executive officers' compensation in an advisory vote, and ratifying the appointment of KPMG LLP as the independent registered public accounting firm for 2024.

Who are the individuals nominated to serve as trustees for EPR Properties?

The individuals nominated to serve as trustees for a one-year term are Peter C. Brown, John P. Case III, James B. Connor, Virginia E. Shanks, Gregory K. Silvers, Robin P. Sterneck, Lisa G. Trimberger, and Caixia Y. Ziegler.

Who is nominated to serve as EPR Properties' independent registered public accounting firm for 2024?

KPMG LLP is nominated to serve as EPR Properties' independent registered public accounting firm for 2024.

Filing Stats: 4,531 words · 18 min read · ~15 pages · Grade level 12.8 · Accepted 2024-04-17 16:16:23

Key Financial Figures

  • $705.7 million — highlights of 2023: Total revenue was $705.7 million for 2023, representing a 7.2% increase
  • $148.9 m — ble to common shareholders for 2023 was $148.9 million, or $1.97 per diluted common shar
  • $1.97 — holders for 2023 was $148.9 million, or $1.97 per diluted common share, compared to n
  • $152.1 m — ome available to common shareholders of $152.1 million, or $2.03 per diluted common shar
  • $2.03 — mmon shareholders of $152.1 million, or $2.03 per diluted common share, for 2022. F
  • $394.6 m — on-GAAP financial measure) for 2023 was $394.6 million, or $5.15 per diluted common shar
  • $5.15 — easure) for 2023 was $394.6 million, or $5.15 per diluted common share, compared to $
  • $347.7 m — 5 per diluted common share, compared to $347.7 million, or $4.60 per diluted common shar
  • $4.60 — n share, compared to $347.7 million, or $4.60 per diluted common share, for 2022. (1)
  • $397.2 m — on-GAAP financial measure) for 2023 was $397.2 million, or $5.18 per diluted common shar
  • $5.18 — easure) for 2023 was $397.2 million, or $5.18 per diluted common share, compared to $
  • $355.2 m — 8 per diluted common share, compared to $355.2 million, or $4.69 per diluted common shar
  • $4.69 — n share, compared to $355.2 million, or $4.69 per diluted common share, for 2022, rep
  • $269.4 million — g 2023, our investment spending totaled $269.4 million and at December 31, 2023, we had commit
  • $240.0 million — d committed an additional approximately $240.0 million for experiential development and redeve

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 36 PROPOSAL NO. 2 – ADVISORY VOTE TO APPROVE NEO COMPENSATION 36 COMPENSATION DISCUSSION AND ANALYSIS 37 SUMMARY COMPENSATION TABLE 58 GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 60 OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END 62 OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 64 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL 65 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 69 CEO PAY RATIO 70 PAY VERSUS PERFORMANCE 71 EQUITY COMPENSATION PLAN INFORMATION 78 COMPENSATION COMMITTEE REPORT 79 AUDIT COMMITTEE REPORT 80 TRANSACTIONS BETWEEN THE COMPANY AND TRUSTEES, OFFICERS OR THEIR AFFILIATES 81 PROPOSAL NO. 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 82 SHARE OWNERSHIP 84 SHAREHOLDER PROPOSALS, TRUSTEE NOMINATIONS AND RELATED BYLAW PROVISIONS 88 OTHER MATTERS 90 MISCELLANEOUS 91 Table of Contents PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Annual Meeting Information: Time and Date: 11:00 a.m. (local time) on Wednesday, May 29, 2024 Place: EPR Properties 909 Walnut Street, Suite 200 Kansas City, Missouri 64106 Record Date: March 12, 2024 Voting: Only shareholders of record at the close of business on March 12, 2024 are entitled to notice of, and to vote at, the Annual Meeting. How to Vote: If you are a shareholder of record, you may vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials, or in person at the Annual Meeting. If you are a beneficial owner of our common shares of beneficial interest held in "street name," you may vote at the Annual Meeting if you obtain a proxy from your bank, broker or other nominee that holds

Executive Compensation Highlights

Executive Compensation Highlights: Our Compensation and Human Capital Committee, which we refer to in this Proxy Statement as our Compensation Committee, has designed our executive compensation program to attract and retain quality executives by aligning our executives' interests with those of our shareholders, motivating our executives to achieve superior performance, and rewarding them for such performance, with the overarching goal of maximizing long-term shareholder value. These key principles are reflected in the specific goals of our executive compensation program: Align our Executives' Interests with our Shareholders' Interests Motivate and Reward Superior Performance Reward executives for performance on measures designed to preserve or increase shareholder value Use equity-based incentives to ensure that executives focus on business objectives that preserve and build shareholder value Create a balanced and competitive compensation program utilizing base salary, annual incentives, long-term equity-based incentive compensation, and other benefits Emphasize variable performance-based compensation 2024 Proxy Statement Page5 Table of Contents To accomplish these goals, our executive compensation program emphasizes performance-based incentive compensation under our annual incentive program and long-term incentive plan payable primarily through equity grants, all of which are considered at-risk. Some of the compensation "best practices" we employ in furtherance of our philosophy include: What We Do What We Don't Do The majority of total compensation is at-risk and tied to performance (i.e., not guaranteed); fixed salaries comprise a modest portion of each NEO's overall compensation opportunity We enhance executive officer retention with time-based, multi-year vesting schedules for certain equity incentive awards To set variable pay, we establish performance goals for management, assess performance against these goals and compare our pe

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