STAG Industrial Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>STAG Industrial will hold its 2024 virtual annual meeting on April 29, 2024, with key votes on director elections and executive compensation.</b>

AI Summary

STAG Industrial, Inc. (STAG) filed a Proxy Statement (DEF 14A) with the SEC on March 20, 2024. STAG Industrial, Inc. will hold its 2024 annual meeting of stockholders on April 29, 2024, in a virtual-only format. Key agenda items include the election of 10 directors, ratification of PricewaterhouseCoopers LLP as independent auditors, and advisory votes on executive compensation and its frequency. Stockholders of record as of March 4, 2024, are eligible to vote. Proxy materials will be made available online, with mailing expected around March 20, 2024. The meeting will address standard corporate governance matters and any other business properly brought before the stockholders.

Why It Matters

For investors and stakeholders tracking STAG Industrial, Inc., this filing contains several important signals. This filing is a proxy statement, which is a standard requirement for public companies to solicit votes from shareholders for annual meetings. The virtual format reflects a trend towards accessible and cost-effective shareholder engagement, allowing broader participation.

Risk Assessment

Risk Level: low — STAG Industrial, Inc. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting and does not contain new financial or operational information that would significantly alter the company's risk profile.

Analyst Insight

Stockholders should review the proxy materials to make informed voting decisions on director nominees and executive compensation.

Key Numbers

• 10 — Directors to be elected (until the 2025 annual meeting of stockholders)
• April 29, 2024 — Annual Meeting Date (2024 annual meeting of stockholders)
• March 4, 2024 — Record Date (stockholders of common stock as of the close of business on this date can vote)
• March 20, 2024 — Proxy Material Mailing Date (expected to mail proxy materials)

Key Players & Entities

• STAG Industrial, Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — independent registered public accounting firm
• April 29, 2024 (date) — annual meeting date
• March 4, 2024 (date) — record date for voting eligibility
• March 20, 2024 (date) — expected mailing date of proxy materials
• 10 (dollar_amount) — number of directors to be elected

FAQ

Risk Factors

• Proxy Solicitation Rules [low — regulatory]: The company must comply with SEC rules regarding the solicitation of proxies, including disclosure requirements and filing procedures.
• Virtual Meeting Format [low — operational]: Conducting the annual meeting virtually requires robust technology and clear instructions to ensure all stockholders can participate effectively.

Key Dates

• 2024-04-29: Annual Meeting of Stockholders — Stockholders will vote on directors, auditor ratification, and executive compensation.
• 2024-03-04: Record Date — Determines eligibility to vote at the annual meeting.
• 2024-03-20: Proxy Materials Mailing — Stockholders will receive access to proxy materials.

Filing Documents

• tm242738d2_def14a.htm (DEF 14A) — 1735KB
• lg_stagreg-pn.jpg (GRAPHIC) — 22KB
• fc_business-pn.jpg (GRAPHIC) — 136KB
• pc_boardcomp-pn.jpg (GRAPHIC) — 129KB
• fc_directors-pn.jpg (GRAPHIC) — 66KB
• fc_annualmeeting-pn.jpg (GRAPHIC) — 72KB
• lc_fiveyearacquisition-pn.jpg (GRAPHIC) — 27KB
• bc_cumulativetsr-pn.jpg (GRAPHIC) — 26KB
• bc_fiveyearannualrev-pn.jpg (GRAPHIC) — 26KB
• pc_sayonpaypn.jpg (GRAPHIC) — 19KB
• pc_ceocompensation-pn.jpg (GRAPHIC) — 36KB
• bc_performmetrics-pn.jpg (GRAPHIC) — 62KB
• bc_coreffo-pn.jpg (GRAPHIC) — 21KB
• bc_acquisitionvol-pn.jpg (GRAPHIC) — 27KB
• bc_netdebt-pn.jpg (GRAPHIC) — 20KB
• bc_samestorecash-pn.jpg (GRAPHIC) — 20KB
• pc_equityincentive-pn.jpg (GRAPHIC) — 12KB
• fc_breakoutequity-pn.jpg (GRAPHIC) — 54KB
• bc_comppaidvstsr-pn.jpg (GRAPHIC) — 40KB
• bc_compvsnetincome-pn.jpg (GRAPHIC) — 53KB
• bc_compvscoreffo-pn.jpg (GRAPHIC) — 36KB
• lc_companytstvspeertsr-pn.jpg (GRAPHIC) — 37KB
• px_24stagproxy01pg01-bw.jpg (GRAPHIC) — 242KB
• px_24stagproxy01pg02-bw.jpg (GRAPHIC) — 228KB
• 0001104659-24-036729.txt (&nbsp;) — 6015KB
• stag-20231231.xsd (EX-101.SCH) — 8KB
• stag-20231231_def.xml (EX-101.DEF) — 4KB
• stag-20231231_lab.xml (EX-101.LAB) — 25KB
• stag-20231231_pre.xml (EX-101.PRE) — 6KB
• tm242738d2_def14a_htm.xml (XML) — 158KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 80 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 82 OTHER MATTERS 82 APPENDIX A: DEFINITIONS AND NON-GAAP FINANCIAL MEASURES A-1 TABLE OF CONTENTS 2024 ANNUAL MEETING OF STOCKHOLDERS PROXY SUMMARY 2023 Business and Financial Performance Highlights We are a real estate investment trust ("REIT") focused on the acquisition, ownership and operation of industrial properties throughout the United States. Our primary business objective is to own and operate a balanced and diversified industrial real estate portfolio that maximizes cash flows and enhances stockholder value over time. Our business strategy has resulted in a consistent track record of creating strong operational and financial performance and long-term value for our stockholders. * Total stockholder return ("TSR") is defined as common stock price appreciation plus dividends, assuming reinvestment of dividends into additional shares of common stock. ** Funds from operations ("FFO") and net operating income ("NOI") meet the definition of "non-GAAP financial measures" as set forth in Item 10(e) of Regulation S-K promulgated by the Securities and Exchange Commission ("SEC"). Please refer to Appendix A attached hereto for an explanation of why we consider these measures and reconciliations of the measures to the nearest measure under generally accepted accounting principles ("GAAP"). 1 TABLE OF CONTENTS

Executive Compensation Highlights

Executive Compensation Highlights Below are certain features of our executive compensation program, which reflect our commitment to a pay-for-performance compensation structure: We pay for performance. Approximately 81% of our Chief Executive Officer's 2023 compensation was "at risk" compensation and strongly aligned with the interests of stockholders. Annual base salaries are intended to be less than 25% of total compensation. We do not guarantee annual base salary increases, but consider increases when merited. Our 2023 annual cash incentive bonuses encouraged executives to achieve short-term performance goals. Bonuses are based on Company performance goals (80%) and individual performance goals (20%). Our 2023 Company performance goal components were Core FFO per Share (50%), Acquisition Volume (10%), Net Debt to Run Rate Adjusted EBITDAre (10%) and Same Store Cash NOI Growth (10%). We do not guarantee bonuses of a minimum amount (bonuses can be zero) and do not provide uncapped bonuses. Our 2023 equity awards encourage executives to achieve long-term performance goals. Performance award share units ("performance units") granted under the STAG Industrial, Inc. 2011 Equity Incentive Plan, as amended and restated (the "Equity Incentive Plan"), are based on our TSR over a three-year period compared to both relative returns (TSR vs. two benchmarks) and an absolute return (we must achieve a cumulative 25% TSR for payouts above target on 50% of the performance units). Performance units will have zero value (no payout) for performance below the 30 th percentile. We target outperformance; target payouts under the performance units are achieved at the 55 th percentile. Stockholders have expressed support for our executive compensation practices. At the 2023 annual meeting of stockholders, approximately 96.0% of the votes cast in the say-on-pay vote were in favor. For more information, see "Executive Officer Compensation Discussion and Analy

View Full Filing

View this DEF 14A filing on SEC EDGAR