ESSENTIAL PROPERTIES REALTY TRUST, INC. Files Definitive Proxy Statement

Ticker: EPRT · Form: DEF 14A · Filed: 2024-04-02T00:00:00.000Z

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, Corporate Governance, ESSENTIAL PROPERTIES REALTY TRUST, EPRT

TL;DR

<b>ESSENTIAL PROPERTIES REALTY TRUST, INC. has filed its Definitive Proxy Statement for the upcoming reporting period.</b>

AI Summary

ESSENTIAL PROPERTIES REALTY TRUST, INC. (EPRT) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. ESSENTIAL PROPERTIES REALTY TRUST, INC. filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024. The filing covers the period ending May 13, 2024. The company's fiscal year ends on December 31. ESSENTIAL PROPERTIES REALTY TRUST, INC. is incorporated in Maryland. The company's principal executive offices are located in Princeton, NJ.

Why It Matters

For investors and stakeholders tracking ESSENTIAL PROPERTIES REALTY TRUST, INC., this filing contains several important signals. This DEF 14A filing is a standard regulatory requirement for public companies, detailing information for shareholder voting and corporate governance. The filing provides insights into executive compensation, board nominations, and other critical matters that shareholders will vote on, impacting the company's strategic direction and management.

Risk Assessment

Risk Level: low — ESSENTIAL PROPERTIES REALTY TRUST, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

Analyst Insight

Review the proxy statement for details on executive compensation, board proposals, and any shareholder resolutions to understand potential impacts on corporate strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did ESSENTIAL PROPERTIES REALTY TRUST, INC. file this DEF 14A?

ESSENTIAL PROPERTIES REALTY TRUST, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ESSENTIAL PROPERTIES REALTY TRUST, INC. (EPRT).

Where can I read the original DEF 14A filing from ESSENTIAL PROPERTIES REALTY TRUST, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ESSENTIAL PROPERTIES REALTY TRUST, INC..

What are the key takeaways from ESSENTIAL PROPERTIES REALTY TRUST, INC.'s DEF 14A?

ESSENTIAL PROPERTIES REALTY TRUST, INC. filed this DEF 14A on April 2, 2024. Key takeaways: ESSENTIAL PROPERTIES REALTY TRUST, INC. filed a Definitive Proxy Statement (DEF 14A) on April 2, 2024.. The filing covers the period ending May 13, 2024.. The company's fiscal year ends on December 31..

Is ESSENTIAL PROPERTIES REALTY TRUST, INC. a risky investment based on this filing?

Based on this DEF 14A, ESSENTIAL PROPERTIES REALTY TRUST, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance procedures rather than immediate financial or operational news.

What should investors do after reading ESSENTIAL PROPERTIES REALTY TRUST, INC.'s DEF 14A?

Review the proxy statement for details on executive compensation, board proposals, and any shareholder resolutions to understand potential impacts on corporate strategy and governance. The overall sentiment from this filing is neutral.

How does ESSENTIAL PROPERTIES REALTY TRUST, INC. compare to its industry peers?

ESSENTIAL PROPERTIES REALTY TRUST, INC. operates as a real estate investment trust (REIT).

Are there regulatory concerns for ESSENTIAL PROPERTIES REALTY TRUST, INC.?

As a publicly traded company, ESSENTIAL PROPERTIES REALTY TRUST, INC. is subject to SEC regulations, including the requirement to file proxy statements.

Industry Context

ESSENTIAL PROPERTIES REALTY TRUST, INC. operates as a real estate investment trust (REIT).

Regulatory Implications

As a publicly traded company, ESSENTIAL PROPERTIES REALTY TRUST, INC. is subject to SEC regulations, including the requirement to file proxy statements.

What Investors Should Do

  1. Review the executive compensation details within the proxy statement.
  2. Analyze any proposals presented for shareholder vote.
  3. Note the dates and details of the annual meeting of shareholders.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a routine disclosure for public companies and does not represent a change from a previous filing type.

Filing Stats: 4,318 words · 17 min read · ~14 pages · Grade level 15 · Accepted 2024-04-02 16:05:58

Key Financial Figures

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 22 Proposal No. 2—Advisory Vote to Approve the Compensation of our Named Executive Officers 22 Vote Required 22 Board Recommendation 22 Executive Officers 22 Compensation Discussion and Analysis 23 Business Highlights 23 Consideration of Prior Say-on-Pay Results 26

Executive Compensation Program Highlights

Executive Compensation Program Highlights 28 Compensation Philosophy and Objectives 29 How We Determine Compensation 30 Elements of 2023 Compensation 33 Results of 2021 Performance-Based RSU Grants 43 401(k) Plan 44 Severance and Change in Control Arrangements 44 Perquisites and Other Personal Benefits 45 Other Compensation Policies 45 i Table of Contents Page Compensation Risk Assessment 45 Executive and Board Stock Ownership Requirements 46 Compensation Committee Report 46 Compensation Committee Interlocks and Insider Participation 46 Compensation Tables 47 2023 Summary Compensation Table 47 2023 Grant of Plan-Based Awards 48 Outstanding Equity Awards at December 31, 2023 49 2023 Options Exercised and Stock Vested 49 Pension Benefits and Nonqualified Deferred Compensation 50 Employment Agreements 50 Types of Compensation Payable upon Termination of Employment 51 Potential Payments upon Termination 51 Other Compensation Matters 51 Securities Authorized for Issuance Under Equity Compensation Plans 57 AUDIT MATTERS 58 Report of the Audit Committee 58 Proposal No. 3—Ratification of Appointment of Auditors 58 Accounting Fees and Services 58 Vote Required 59 Board Recommendation 59 BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 60 ABOUT THE PROXY MATERIALS AND ANNUAL MEETING 62 OTHER MATTERS 67 Stockholder Communications with the Board 67 Stockholder Proposals for 2024 Annual Meeting 67 Annual Report 68 Reconciliation of Non-GAAP Financial Measures A-1 Reconciliation of net income to AFFO A-1 Reconciliation of general and administrative expenses to Cash G&A Expense A-1 Reconciliation of net income to Annualized Adjusted EBITDA re A-2 Reconciliation of total debt to net debt A-2 ii Table of Contents 2023 BUSINESS HIGHLIGHTS We grew our net income, net income per sh

Executive Compensation Clawback Policy; and

Executive Compensation Clawback Policy; and Vendor Code of Conduct. Transparency in our Reporting and Disclosures . We are committed to being a leader in providing detailed public disclosure about our business, promoting transparency and accountability. Our commitment to robust and transparent disclosures includes, but is not limited to, our filings with the SEC, our quarterly earnings releases and the associated supplemental information reporting packages, our corporate responsibility report and our investor presentations. In 2023, we were awarded with the Silver level Communications and Reporting Excellence award (the " CARE Award ") for small cap REITs from the National Association for Real Estate Investment Trusts (" NAREIT "). NAREIT's CARE Award, which evaluates a company's online presence, filings with the SEC and investor relations activities, recognizes publicly traded REITs that interact most effectively with their investors online, in writing and orally, as well as that provide their investors with the most comprehensive, clearly articulated and useful information in the most efficient manner. Investor Engagement. We value investor input and are committed to maintaining an active dialogue with our investors through extensive outreach. During 2023, we held over 170 virtual or face-to-face meetings with investors in connection with or in addition to attending 13 industry/REIT conferences. Stockholder Outreach . After our 2023 Annual Meeting of Stockholders, the Compensation Committee initiated a stockholder outreach exercise (the "Outreach Exercise"), and offered to engage with stockholders holding 62% of the Company's outstanding shares as of December 31, 2023 regarding our executive compensation programs and practices. Through this exercise, the Compensation Committee ultimately engaged with and received feedback from stockholders who held 50% of our outstanding shares as of December 31, 2023. In response to investor feedback, the Company has, amo

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