EASTGROUP PROPERTIES INC
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
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Dec 31, 2023 · Filed Apr 12, 2024
EGP$193.81-0.0%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)
| Filed by the Registrant ☒Filed by a Party other than the Registrant ☐Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
EASTGROUP PROPERTIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Letter to Shareholders
| April 12, 2024Dear Fellow Shareholders,On behalf of the entire Board of Directors, we would like to provide an update on how we are creating shareholder value and how we are progressing on key areas of stakeholder interest. We are proud of our people and our performance and believe that we are well positioned to continue our positive momentum through 2024 and future years.Another Year of Record PerformanceWe continued our streak of outstanding performance in 2023, with another year of record financial performance and strong operational results. Our funds from operations attributable to common stockholders (“FFO”) increased over 11% – the thirteenth consecutive year of growth – and same property net operating income (“PNOI”) excluding lease termination fees increased over 6% in 2023 compared to 2022.(1) Occupancy rates were steady, and rental rates (both new and renewal) increased, marking the ninth consecutive year of double-digit straight-line rental rate increases.Our Growth Strategy Supports Long Term Shareholder ValueDespite economic uncertainties, we believe we are positioned to continue to create value for our shareholders. We have confidence in our growth strategy of acquiring, developing, and operating multi-tenant business distribution parks for location-sensitive customers clustered around major transportation features in supply-constrained submarkets. In 2023, we acquired almost 1 million square feet of operating properties and nearly 330 acres of development land, and as of December 31, 2023, our development and value-add program consisted of 18 projects in 12 cities located in major Sunbelt markets. In 2023, we began construction of 11 projects totaling approximately 2.4 million square feet. We transferred 13 properties with approximately 2.3 million square feet, which were 100% leased as of December 31, 2023, into our operating portfolio.Our strong 2023 results support our commitment to deliver value to our shareholders. For 2023, we declared dividends of $5.04 per share. That marks 44 years of consecutive quarterly cash dividends, with increases in each of the last 12 years. At December 31, 2023, the five-year compounded annual total return (dividends plus change in our common stock price) to shareholders was almost 18%. We also strengthened our balance sheet and continue to be judicious with capital allocation and incremental risk.Commitment to Strong Governance and Shareholder EngagementIn May 2023, we changed our Board leadership structure to have an independent Chairman of the Board. Read more about Board Leadership and Mr. Colleran’s strong background in operational and Board matters on page 25 and 17, respectively, of the proxy statement. Our leadership team actively engages with shareholders, and the Board has a demonstrated record of being responsive to shareholder feedback on such matters as Board refreshment and diversity, shareholder voting rights and supply chain responsibility.Advancing our Corporate Sustainability InitiativesContinuing to further our corporate sustainability initiatives remains an important focus for our Board and team. We continue to expand our development of properties to high sustainability standards, with the addition of electric vehicle charging stations at the majority of our new developments during 2023. We also regularly invest in energy-efficient improvements and resource conservation projects within our existing assets to complement our history of using sustainable design features in our development properties. In 2023, we completed our first GRESB Real Estate Assessment, which provided us with additional insight into our corporate sustainability management and performance as compared to industry peers, and are working to increase our data coverage for both owner- and tenant-controlled energy and water at our properties through expanded green lease language. In addition, we are assessing the climate resilience of our current portfolio and have begun conducting formal climate-related due diligence on potential future investments. Our record financial performance is not possible without our great people that continue to execute at a very high level and our unique family-oriented, employee-focused and entrepreneurial culture. We also focus on our relationships with our tenants, partners and local communities. We believe this people-first approach drives high engagement and satisfaction levels, evidenced by our low employee turnover and strong lease metrics.We hope you can join us at our 2024 Annual Meeting of Shareholders. You will find information about the meeting, including matters to be voted on, in this proxy statement. Thank you again for your support, and we look forward to continuing to engage with you on our performance and priorities. | |
|---|---|
| “On behalf of the entire Board of Directors, I would like to thank you for your continued support of EastGroup Properties. We are proud of our people and our performance, and we are excited for the future.”Marshall A. LoebChief Executive Officer, President and Director | |
| Funds from operations attributable to common stockholders (FFO)(1) increased approximately 11%Same property net operating income (PNOI)(1) increased >6%Acquired > 0.9 million square feet of operating properties and > 300 acres of development landDeclared dividends of $5.04 per share, marking 176 consecutive quarters of cash dividends | |
| Donald F. ColleranChairman of the Board | Marshall A. LoebChief Executive Officer, President and Director |
| (1)FFO and Same PNOI (excluding income from lease terminations) are not computed in accordance with Generally Accepted Accounting Principles (“GAAP”). Reconciliations of FFO and Same PNOI (excluding income from lease terminations) and other required disclosure can be found on pages 23-24 of our Annual Report on Form 10-K for the year ended December 31, 2023, which we filed with the Securities and Exchange Commission on February 14, 2024. | |
| 2024 Proxy Statement | 1 |
|---|
Table of Contents
| 2023 Performance Highlights | 3 |
|---|---|
| Proxy Voting Roadmap | 8 |
| Notice of 2024 Annual Meeting of Shareholders | 13 |
| Proxy Statement | 14 |
| Election of Directors | 14 |
| Director Nominee Biographical Information and Experience | 15 |
| Director Nominee Skills and Diversity Matrix | 22 |
| Board Composition and Refreshment | 23 |
| Board Evaluation | 23 |
| Nominating Procedures | 23 |
| Refreshment and Succession Planning | 24 |
| Corporate Governance | 25 |
| Leadership Structure | 25 |
| Committees of the Board | 26 |
| Board Oversight and Engagement | 27 |
| Other Governance Principles | 31 |
| Compensation of Directors | 32 |
| Ratification of Independent Registered Public Accounting Firm | 34 |
| Evaluation and Selection of Independent Auditors | 35 |
| Auditor Fees and Services | 35 |
| Policy for Pre-Approval of Audit and Permitted Non-Audit Services | 36 |
| Report of the Audit Committee | 36 |
| Non-Binding, Advisory Vote On Executive Compensation | 37 |
| Executive Officers | 38 |
| Compensation Discussion and Analysis | 39 |
| Executive Summary | 39 |
| Named Executive Officers | 39 |
| Compensation Objectives and Philosophy | 41 |
| Compensation Best Practices | 41 |
| How We Make Compensation Decisions | 41 |
| Roles and Responsibilities | 42 |
| 2023 Compensation Program Design and “Say-on-Pay” Advisory Vote | 43 |
| Use of Peer Group Data | 44 |
| Components of Our Compensation Program | 46 |
|---|---|
| At-Risk Compensation Mix | 46 |
| Base Salary | 47 |
| Annual Incentive Compensation | 47 |
| Long-Term Compensation | 50 |
| Other Benefits | 53 |
| Compensation Policies and Procedures | 53 |
| Compensation Committee Report | 55 |
| Compensation Tables | 56 |
| Summary Compensation Table | 56 |
| Grants of Plan-Based Awards in 2023 | 57 |
| Outstanding Equity Awards at Year-End | 58 |
| Option Exercises and Stock Vested | 60 |
| Potential Payments Upon Termination or Change in Control | 61 |
| CEO Pay Ratio | 64 |
| Pay Versus Performance | 64 |
| Equity Compensation Plan Information | 68 |
| Stock Ownership Information | 69 |
| Security Ownership of Certain Beneficial Owners and Management | 69 |
| Security Ownership of Directors and Officers | 69 |
| Certain Transactions and Relationships | 70 |
| Other Matters | 71 |
| About the 2024 Annual Meeting of Shareholders | 71 |
| Frequently Requested Information | |
|---|---|
| Director Nominee Biographical Information and Experience | 15 |
| Director Nominee Skills and Diversity Matrix | 22 |
| Nominating Procedures | 23 |
| Committees of the Board | 26 |
| Board Oversight and Engagement | 27 |
| Compensation of Directors | 32 |
| Compensation Discussion and Analysis | 39 |
| Components of Our Compensation Program | 46 |
| Compensation Tables | 56 |
| Stock Ownership Information | 69 |
| About the 2024 Annual Meeting of Shareholders | 71 |
| 2 | EastGroup Properties |
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