CENTERSPACE
For the period ended Apr 9, 2024. Filed Apr 9, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 9, 2024 · Filed Apr 9, 2024
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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 Material
☐ Soliciting Material Pursuant to §240.14a-12
(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 14-a6(i)(1) and 0-11.
3100 10 th St SW
P.O. Box 1988
Minot, ND 58702-1988
Dear Fellow Shareholders:
It is a pleasure to invite you to attend the 54th Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Centerspace (“we,” “us,” “our,” “Centerspace,” or the “Company”), to be held on Monday, May 20, 2024, at 12:00 p.m. Central Daylight Time via webcast. You will be able to attend the 2024 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting: www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.
At the 2024 Annual Meeting, you will be asked to vote on the following items:
the election of seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;
an advisory vote on executive compensation (the “say-on-pay vote”);
the ratification of Grant Thornton LLP as our independent auditor for the year ending December 31, 2024; and
such other matters as may properly come before the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.
The Board of Trustees recommends that you vote for each of these proposals.
Information about the 2024 Annual Meeting and the formal business to be acted on by our shareholders is included in the Notice of Annual Meeting and the Proxy Statement that follow. Our 2024 proxy materials and Annual Report for the year ended December 31, 2023 are available online atwww.proxyvote.com.
On or about April 9, 2024, we mailed most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on: (1) how to access our Proxy Statement and Annual Report via the Internet and (2) how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials. On or about April 9, 2024, other shareholders, in accordance with their prior requests, were sent e-mail notifications containing instructions on how to access our proxy materials via the Internet and to vote or have been mailed paper copies of our proxy materials and a proxy card or voting form.
Please refer to the Proxy Statement for details on the 2024 Annual Meeting, including detailed information on each of the proposals to be voted on at the meeting. Your shareholder vote is important, and I encourage you to vote promptly.
Sincerely,
Centerspace
President and Chief Executive Officer
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Monday, May 20, 2024, at 12:00 p.m. CDT
Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Centerspace (“we,” “us,” “our,” “Centerspace,” or the “Company”), will be held on Monday, May 20, 2024, at 12:00 p.m. Central Daylight Time, via webcast, for the following purposes:
To elect seven nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2025 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;
To hold an advisory vote on executive compensation (the “say-on-pay vote”);
To ratify Grant Thornton LLP as our independent auditor for the year ending December 31, 2024; and
To transact such other business as may properly come before the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.
These items are described in more detail in the Proxy Statement. We have not received notice of any other matters that may properly be presented at the 2024 Annual Meeting.
Our Board of Trustees has fixed the close of business on March 25, 2024 as the record date for determining the shareholders entitled to receive notice of and to vote at the 2024 Annual Meeting or any adjournment(s) or postponement(s) thereof.
Important Notice Regarding the Availability of Proxy Materials for our 2024 Annual Meeting to be held on May 20, 2024: The 2024 Proxy Materials and Annual Report for the year ended December 31, 2023 are available atwww.proxyvote.com.
By Order of the Board of Trustees,
President, Chief Executive Officer and Secretary
Minot, North Dakota
It is important that your shares be represented and voted at the 2024 Annual Meeting. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) virtually during the 2024 Annual Meeting. Any proxy may be revoked in the manner described in the Proxy Statement at any time prior to its exercise at the 2024 Annual Meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| PROPOSAL 1: ELECTION OF TRUSTEES | 6 |
| DESCRIPTION OF PROPOSAL | 6 |
| REQUIRED VOTE | 7 |
| VOTE RECOMMENDED | 7 |
| NOMINEES | 7 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 11 |
| ATTENDANCE AT BOARD AND COMMITTEE MEETINGS AND THE ANNUAL MEETING | 12 |
| TRUSTEE INDEPENDENCE | 12 |
| BOARD LEADERSHIP STRUCTURE | 12 |
| BOARD COMMITTEES | 12 |
| EXECUTIVE SESSIONS | 16 |
| POLICY REGARDING DIVERSITY | 16 |
| BOARD ROLE IN RISK OVERSIGHT | 16 |
| ENVIRONMENTAL, SOCIAL, AND GOVERNANCE (ESG) | 17 |
| CODE OF CONDUCT AND CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS | 17 |
| EQUITY OWNERSHIP AND RETENTION POLICY | 17 |
| COMPLIANT PROCEDURE | 19 |
| COMMUNICATIONS TO THE BOARD | 19 |
| RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 19 |
| TRUSTEE COMPENSATION | 21 |
| TRUSTEE COMPENSATION TABLE FOR 2023 | 22 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 23 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 25 |
| PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 26 |
| COMPENSATION DISCUSSION AND ANALYSIS | 27 |
| NAMED EXECUTIVE OFFICERS | 27 |
| EXECUTIVE SUMMARY AND ACHIEVEMENTS FOR 2023 | 27 |
| EXECUTIVE COMPENSATION PHILOSOPHY | 29 |
| ROLE OF THE COMPENSATION COMMITTEE AND COMPENSATION CONSULTANT IN SETTING EXECUTIVE COMPENSATION | 29 |
| ROLE OF MANAGEMENT AND COMPENSATION CONSULTANT IN EXECUTIVE COMPENSATION DECISIONS | 30 |
| EXECUTIVE COMPENSATION PEER GROUP | 30 |
| DETERMINATION OF COMPENSATION FOR NAMED EXECUTIVE OFFICERS | 31 |
| COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM | 31 |
| SAY-ON-PAY RESULTS AND CONSIDERATION | 36 |
| EMPLOYMENT AGREEMENTS | 37 |
| COMPANY POLICIES | 37 |
| COMPENSATION COMMITTEE REPORT | 39 |
| EXECUTIVE COMPENSATION | 40 |
| GRANTS OF PLAN-BASED AWARDS | 42 |
| OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 | 43 |
| OPTIONS EXERCISES AND SHARES VESTED | 44 |
| EQUITY COMPENSATION PLAN INFORMATION | 44 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 45 |
| CEO PAY RATIO | 48 |
| COMPENSATION POLICIES AND RISK MANAGEMENT | 48 |
| 401(K) PLAN | 49 |
-i-
TABLE OF CONTENTS
(continued)
| Page | |
|---|---|
| PAY VERSUS PERFORMANCE | 50 |
| PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR | 53 |
| ACCOUNTING AND AUDIT COMMITTEE MATTERS | 54 |
| REPORT OF THE AUDIT COMMITTEE | 55 |
| SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS | 56 |
| HOUSEHOLDING OF PROXY MATERIALS | 56 |
| COMMUNICATING WITH CENTERSPACE | 57 |
| OTHER MATTERS | 57 |
| APPENDIX A NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS | A-1 |
ii
3100 10 th St SW
P.O. Box 1988
Minot, ND 58702-1988
Telephone: (701) 837-4738
Fax: (701) 838-7785
PROXY STATEMENT Q&A FOR 2024 ANNUAL MEETING OF SHAREHOLDERS
The Board of Trustees (“Board”) of Centerspace, a North Dakota real estate investment trust (“we,” “us,” “our,” “Centerspace,” or the “Company”), is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company to be held virtually on Monday, May 20, 2024 at 12:00 p.m. Central Daylight Time, and any postponement(s) or adjournment(s) thereof (the “Annual Meeting”).
This proxy statement and the accompanying Notice and Form of Proxy are first being mailed or made available on the Internet to shareholders on or about April 9, 2024.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 20, 2024
Our Notice of Annual Meeting of Shareholders, the Proxy Statement, and our 2023 Annual Report are available on the following website: www.proxyvote.com.
In accordance with Securities and Exchange Commission (“SEC”) rules, we have elected to mail our proxy materials to the record holders of our common shares while also furnishing our proxy materials to shareholders over the Internet. We have instructed brokers, banks, and similar intermediary organizations to provide to the beneficial shareholders that hold their common shares in “street name” (other than beneficial shareholders who previously requested printed copy delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials online (the “Notice”).
If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. If you receive the Notice by mail and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice about how you may request to receive a copy electronically or in printed form free of chargeon a one-time or ongoing basis. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet as we believe electronic delivery will expedite the receipt of materials while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of materials.
In addition to this proxy statement, our proxy materials include our 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”). Copies of the Form 10-K, as well as other periodic filings by the Company with the SEC, also are available in the Investor Relations section of our website (ir.centerspacehomes.com) under the tab “Financial Reporting.” The information included in our website is not incorporated herein by reference.
QUESTIONS AND ANSWERS ABOUT
THE PROXY MATERIALS AND THE ANNUAL MEETING
How can I participate in the virtual 2024 Annual Meeting?
We will be hosting the 2024 Annual Meeting live via the Internet. Shareholders will be able to participate in the 2024 Annual Meeting online via live webcast. Provided below is the summary of the information that you will need to participate in the 2024 Annual Meeting.
Shareholders can participate in the 2024 Annual Meeting via live webcast over the Internet at www.virtualshareholdermeeting.com/CSR2024.
The 2024 Annual Meeting webcast begins at 12:00 p.m., Central Daylight Time. On the day of the Annual Meeting, we recommend that you log into our virtual meeting at least 15 minutes prior to the scheduled start time to ensure that you can access the meeting.
You will need your 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials, to enter the 2024 Annual Meeting.
You may submit questions for the meeting in advance atwww.proxyvote.com. Shareholders will also have the ability to vote and submit live questions during the Annual Meeting webcast at www.virtualshareholdermeeting.com/CSR2024. Questions related directly to the 2024 Annual Meeting will be answered during our virtual meeting, subject to time constraints. Certain questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be available in the Investor Relations section of our website (ir.centerspacehomes.com). The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting.
Instructions on how to attend and participate in the live webcast, including how to verify share ownership and vote your shares electronically during the 2024 Annual Meeting, are available at www.virtualshareholdermeeting.com/CSR2024.
Webcast replay of the 2024 Annual Meeting will be available on our website (ir.centerspacehomes.com) as soon as practicable following the meeting.
What proposals will be voted on at the Annual Meeting?
We anticipate the following three proposals will be voted on at the Annual Meeting:
The election of seven trustees to serve until the 2025 annual meeting of shareholders or until their respective successors are duly elected and qualified;
The approval on a non-binding advisory basis of the compensation paid to our named executive officers; and
The ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024.
What are the Board’s recommendations?
Our Board unanimously recommends that you vote:
“FOR” the election of seven trustees to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified (Proposal 1);
“FOR” the non-binding advisory approval of executive compensation (Proposal 2);
“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 3).
What happens if additional matters are presented at the Annual Meeting?
If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Anne Olson or Bhairav Patel, will have discretion to vote on those matters in accordance with his, her or their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.
Who is entitled to vote?
Shareholders of record at the close of business on March 25, 2024 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, there were 14,888,553 of our common shares outstanding. Each common share is entitled to one vote on all matters being considered at the Annual Meeting.
What constitutes a quorum?
The presence at the Annual Meeting, virtually or by proxy, of the holders of thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum. Both abstentions and broker non-votes (as discussed below under “What vote is required to approve each item?”) are counted for the purpose of determining the presence of a quorum.
What is the difference between holding shares as a registered shareholder and holding shares in street name?
If your common shares are owned directly in your name with our transfer agent, Equiniti Trust Company LLC (“Equiniti”), you are considered a registered holder of those common shares.
If your common shares are held by a broker, bank, or nominee, you hold those common shares in street name. Your broker, bank, or other nominee will vote your common shares as you direct.
How do I vote?
Whether you hold shares as the shareholder of record or in street name, you may direct how your shares are voted without virtually attending the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting in order to ensure that your vote is counted.
Shareholders of Record. As a shareholder of record, you may vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. Alternatively, you may vote by authorizing a proxy by completing, signing, and dating a proxy card and mailing it in the accompanying pre-addressed envelope in accordance with the instructions included on your proxy card.
Beneficial (“Street Name”) Shareholders. The broker, bank, or similar intermediary that holds your common shares in an account is considered to be the holder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct the intermediary how to vote the common shares held in your account. You may vote by submitting voting instructions to your broker, bank, trustee, or other intermediary in accordance with the Notice, including by submitting a voting form provided to you by such intermediary. Alternatively, you may vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2024 and entering the16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. You can ensure your vote is cast at the meeting by completing, signing, dating, and returning your proxy card or voting form. Your vote will be cast in accordance with the instructions included on a properly signed and dated proxy card or voting form.
If you do not return a signed proxy card or voting form (or, if you are a beneficial owner, otherwise submit your vote in accordance with the instructions provided in the Notice) or virtually attend the Annual Meeting and vote, no vote will be cast on your behalf. The proxy card indicates on its face the number of common shares registered in your name on the Record Date, which corresponds to the number of votes you will be entitled to cast at the meeting on each proposal.
You are urged to follow the instructions on your proxy card or your Notice and voting form, as applicable, to indicate how your vote is to be cast. If you return your signed proxy but do not indicate your voting preferences, your common shares will be voted on your behalf as follows:
“FOR” the election of seven trustees to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified (Proposal 1);
“FOR” the non-binding advisory approval of executive compensation (Proposal 2);
“FOR” the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2024 (Proposal 3).
Can I change my vote or revoke my proxy?
If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Virtually attending the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.
If you are a beneficial owner, you may change your vote by submitting new voting instructions (including a voting form) to your broker, bank or nominee, or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.
What vote is required to approve each item?
| Proposal | Voting Options | Vote Required to Adopt the Proposal | Effect of Abstentions | Effect of Broker Non-Votes(1) |
|---|---|---|---|---|
| 1.Election of Trustees | For, against or abstain on each nominee | The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy | Same as Against Vote | No effect |
| 2.Advisory vote to approve our executive compensation (say-on-pay) | For, against or abstain | The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy | Same as Against Vote | No effect |
| 3.Ratification of the Appointment of Grant Thornton LLP as our independent auditor for the year ending December 31, 2024 | For, against or abstain | The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy | Same as Against Vote | Brokers have discretion to vote |
(1)If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on Proposal No. 3, but not for any of the other proposals.
If your common shares are held in street name, and you do not instruct the broker as to how to vote these shares on Proposal 1 or 2, the broker may not exercise discretion to vote for or against those proposals. This would be a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 3, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted.
Is cumulative voting permitted for the election of trustees?
No. Our Declaration of Trust and Bylaws do not permit cumulative voting at any election of trustees.
How are proxies solicited?
Trustees, officers, and employees of the Company may, without additional compensation, solicit proxies by mail, email and/or telephone. We will pay the cost of this proxy solicitation. In addition, we will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of common shares.
What is householding?
The SEC has adopted rules that allow a company to deliver a single notice or set of proxy materials to an address shared by two or more of its shareholders. This method of delivery, known as “householding,” permits us to realize cost savings and reduces the amount of duplicate information shareholders receive. For notices sent to shareholders sharing a single address, we are sending only one set of proxy materials (or one Notice, if applicable) to that address unless we have received contrary instructions from a shareholder at that address. Any shareholders who object to, or wish to begin, householding or who wish to receive just one set of materials (rather than multiple copies) in the future may notify the Secretary orally or in writing at the telephone number or address set forth herein. We will deliver promptly an individual copy of the proxy materials (or one Notice, if applicable) to any shareholder who revokes its consent to householding upon our receipt of such revocation.
How do I find out the voting results?
We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC on or before May 23, 2024. The Form 8-K will be available at our website (ir.centerspacehomes.com) under the tab “Financial Reporting — SEC Filings” and on the SEC’s website at http://www.sec.gov.
What do I need to do if I would like to attend the Annual Meeting?
You will be able to attend the 2024 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.
What is the deadline for shareholder proposals for the 2025 Annual Meeting?
The deadline for submitting a shareholder proposal for inclusion in the proxy materials to be distributed by the Company in connection with the 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is December 10, 2024 (120 days prior to the anniversary of the mailing date of this Proxy Statement). Such proposals must comply with SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
In addition, our Bylaws contain additional advance notice requirements for shareholders who wish to present a proposal, including shareholder nominees for election to the Board, before an annual meeting of shareholders (and not pursuant to Rule 14a-8 of the Exchange Act). According to our Bylaws, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders must be made not less than 90 days and no more than 120 days prior to the first anniversary of the preceding year’s annual meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these Bylaw provisions (and not pursuant to Rule 14a-8 of the Exchange Act) must be received no earlier than January 20, 2025 and no later than February 19, 2025. A shareholder’s notice must set forth the information required by our Bylaws with respect to each shareholder proposal.
All notices of proposals by shareholders, whether or not intended to be included in our proxy materials, should be sent to Centerspace, c/o Secretary, 3100 10 th St SW, P.O. Box 1988, Minot, ND, 58702-1988.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.