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SUN COMMUNITIES INC

For the period ended Dec 31, 2023. Filed Apr 1, 2024.

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Dec 31, 2023 · Filed Apr 1, 2024

SUI$120.30-1.5%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant [ X ] 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)
þDefinitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to ss.240.14a-12

Sun Communities, 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 the appropriate box):
þNo 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

VISION

We are an inspired, engaged and collaborative team committed to providing extraordinary service to our residents, customers and each other.

CULTURE

Live the Golden RuleDo the right thingWe over me
Treat others the way you want to be treated – we don’t just practice it, we live it. The exceptional experiences we deliver wouldn’t be possible without understanding our impact on others. We operate with respect, empathy and consideration at all times. It’s not a suggestion, it’s our moral obligation.We choose honesty and integrity in all our actions, making the best, most educated decisions we can. Sometimes the right thing is the easy thing, or the popular thing. Other times it isn’t. We don’t get sidetracked when things go wrong, and we don’t shy away from doing what is right.We work as a collaborative and collective unit. No one person operates alone, and we keep the wider team in mind when making decisions about individual work. We know we need each other to produce an unmatched experience for our residents and customers. What’s more, we trust each other enough to sacrifice our own goals for those of the team.
Nothing changes if nothing changesMindset is everythingKeep it simple
Mindset is the guiding force behind all our actions. We can’t always decide what happens to us, but we can always decide how to handle it. Bad experiences don’t bring down our whole day. We learn, we grow and we become resilient. We are successful because we choose to be, every day and every step of the way.Let’s not overcomplicate things. Can a clearer word explain your point? Use it. Can fewer steps streamline your work? Do it. We lead with what is most important, shedding complexity as we go. Simplicity isn’t effortless, but it does make things a bit easier.
We don’t sit still for long. We are constantly transforming both our industry and our company. That means we are open and flexible, using what works now to develop what works next. Even if it ain’t broke, we still make it better. Lots of folks will say it hasn’t been done – we say it hasn’t been done yet.
Be yourself & thrive
Inclusion, diversity, equity and accessibility are at the heart of who we are and what we do. Our biggest competitive advantage is the variety of individual perspectives we all bring to Sun. We support and celebrate what makes us unique, creating a space where all can succeed.

Dear Fellow Shareholders,

2023 marked our 30th year as a public company and we are incredibly proud of the best-in-class portfolio we have created and of the talented Sun team members who operate it. With 667 properties comprising nearly 180,000 developed sites and approximately 48,000 wet slips and dry storage spaces in the U.S., Canada and the United Kingdom ("UK"), we are the largest publicly traded owner-operator of manufactured housing ("MH") and recreational vehicle ("RV") communities, and marina properties. The compelling supply and demand fundamentals that underpin MH, RV and marinas, combined with Sun’s unmatched operational platform, generated another year of strong property-level results. On the demand side, the number of people needing quality, well-located, attainably priced housing, as well as the large number of RV and boat owners, represent a demand base that vastly exceeds the supply of available sites and slips. Meanwhile, there is very limited new supply due in part to zoning and other regulatory considerations.

These market conditions, combined with our high-quality properties and operational excellence, make our business highly resilient, a fact we have demonstrated by generating over 20 years of positive same-property NOI growth through economic cycles. We remain focused on our best-in-class portfolio and team, and simplifying our operations to position Sun for steady earnings growth.

Strong core NOI growth

During 2023, Sun achieved another year of strong property-level results, with total Same Property NOI increasing 7.3% over 2022, driven by a 6.2% increase in real property revenue and property expense growth of 4.2%. MH Same Property NOI, which represents roughly 53% of total Same Property NOI, grew 6.8% over the prior year. Same Property RV NOI represents 26% of total Same Property NOI and grew 4.8% during the year.

During 2023, MH and RV Same Property blended occupancy, which adjusts for the delivery and lease-up of expansion sites, increased by 230 basis points to end the year at 98.9%. The increase was largely driven by transient to annual RV site conversions of more than 2,100 sites. Since the start of 2020 when we began to strategically focus on transient-to-annual RV site conversions, we have completed nearly 7,000 conversions, representing a 24% increase in the number of annual sites. We expect to continue growing occupancy through additional transient site conversions and through select, accretive expansion activity.

Marina Same Property NOI increased by 11.7% during 2023, exceeding our expectations. Demand to access our unparalleled network of marinas remains strong, and at year end approximately 89% of our marinas had a wait list for at least one slip size.

In the UK, real property NOI was in line with our expectations, demonstrating the strong value proposition our holiday parks represent. The value of owning a holiday home in a Park Holidays property was demonstrated by the average resident tenure increasing to approximately eight years. Demand for UK home sales showed signs of stabilizing during the second half of the year. UK homes sales and margins were in line with our guidance, which reflected certain economic headwinds, including higher inflation and interest rates. Looking ahead to 2024, we anticipate the UK’s 2023 results represent a solid foundation from which to grow.

Sharpening our focus and simplifying our story

From 2010 through 2022, a large component of our growth was driven by acquisitions as we opportunistically purchased high-quality MH, RV and marina properties. With the benefit of our expanded portfolio, we have now shifted our strategy toward optimizing the value of our existing businesses through achieving strong rental rate growth and operating efficiencies. We remained disciplined in pursuing only the most strategic and synergistic new acquisition and expansion opportunities.

2024 Proxy Statement1

To simplify our business and reduce leverage, we have made strong progress toward monetizing assets no longer deemed to be strategic. We resolved the UK note and we now have the experienced Park Holidays team managing all assets we own in the UK. We sold our investment in the common stock of Ingenia, an owner/operator of MH and RV communities in Australia, recycled capital out of our consumer loan receivables portfolio, divested our interest in Campspot, and meaningfully reduced the number of properties owned in joint ventures, using the proceeds to pay down debt. During the first two months of 2024, we reduced our floating rate debt exposure further with proceeds from a $500 million unsecured bond offering and from closing on the sale of two MH properties.

Advancing our ESG platform

Throughout 2023, we demonstrated our ongoing commitment to ESG through increases in learning & development hours, volunteerism and investor engagements. We expanded our environmental reporting to be inclusive of all material direct and indirect impacts from our operations. With these expansions, and our ESG priorities for 2024, we aim to set our carbon goal baseline in 2025.

2024 and beyond

As we move further into 2024, our primary goals are to continue simplifying our operations to harness the earnings power of our portfolio, and to continue strengthening our investment grade balance sheet. By remaining disciplined in pursuing new acquisitions and developments, further deleveraging, and maximizing the efficiency of our operating platform, we are confident in Sun’s strategic position to accelerate earnings growth in the coming years.

Thank you

As a valued member of the Sun community, we hope you share our pride in our many accomplishments, as well as our excitement for our continued achievement. Thank you for your continued support.

Sincerely,

Gary A. ShiffmanChairman, President and CEOClunet R. LewisLead Independent Director
2Sun Communities, Inc.
Date and TimeLocationRecord Date
Online Tuesday, May 14, 2024,11:00 a.m. EDTShareholders may only participate online by logging in at www.virtualshareholdermeeting.com/SUI2024 (the "Annual Meeting Website")Close of business March 18, 2024
Items of BusinessBoard RecommendationFor Further Details
1Elect ten directors to serve until our 2025 annual meeting of shareholders and until their successors shall have been duly elected and qualified, or their earlier resignation or removalFOR each director nomineePage 20
2Conduct a non-binding advisory vote on executive compensationFORPage 52
3Ratify the selection of Grant Thornton LLP as our independent registered public accounting firm for 2024FORPage 104

Consider any other business properly brought before the Annual Meeting.

Who Can Vote

If you were a holder of record of the Company’s common stock at the close of business on March 18, 2024 (the “Record Date”), you are entitled to notice of, and to vote at, the Annual Meeting or any adjournments.

How to Cast Your Vote

YOUR VOTE IS IMPORTANT TO US. Please vote as promptly as possible.

InternetCallMail
Before the Annual Meeting - www.proxyvote.comDuring the Annual Meeting - www.virtualshareholdermeeting.com/SUI2024(800) 690-6903Mail your proxy card or voter instruction form based on the instructions provided

Thank you for your interest in Sun Communities, Inc.

By Order of the Board of Directors

Fernando Castro-Caratini

Secretary

This Proxy Statement and our Annual Report to shareholders for the year ended December 31, 2023, are available at www.proxyvote.com.

2024 Proxy Statement3
LETTER FROM THE CHAIRMAN AND LEAD INDEPENDENT DIRECTOR1
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS3
GLOSSARY5
ABOUT SUN COMMUNITIES7
PROXY SUMMARY14
PROPOSAL NO. 1 – ELECTION OF TEN DIRECTORS20
Director Biographical Summary21
Board Composition and Refreshment26
Qualifications, Expertise and Attributes27
Consideration of Director Nominees29
CORPORATE GOVERNANCE32
Board of Directors32
Role of the Board of Directors33
Board Structure38
Other Board Policies and Processes44
Stakeholder Outreach and Engagement47
Communications with the Board48
DIRECTOR COMPENSATION49
PROPOSAL NO. 2 – NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION52
COMPENSATION DISCUSSION AND ANALYSIS54
Executive Summary55
Compensation Philosophy and Objectives64
Elements of Compensation65
2023 Executive Compensation66
2023 Base Salary66
2023 Annual Incentive Award67
2023 Long-Term Equity Incentive Awards74
NEO Pay and Performance Summaries77
2024 Executive Compensation Actions81
Compensation Processes84
Additional Executive Compensation Policies and Practices87
EXECUTIVE COMPENSATION TABLES89
Summary Compensation Table89
Grants of Plan-Based Awards90
Outstanding Equity Awards at Year-End December 31, 202391
Stock Vested During 202392
CEO Pay Ratio92
Pay Versus Performance Table94
COMPENSATION COMMITTEE REPORT98
INFORMATION ABOUT EXECUTIVE OFFICERS98
PROPOSAL NO. 3 – RATIFICATION OF SELECTION OF GRANT THORNTON LLP104
AUDIT COMMITTEE REPORT106
SECURITY OWNERSHIP INFORMATION107
Security Ownership of Certain Beneficial Owners107
Security Ownership of Directors and Executive Officers108
GENERAL INFORMATION110
APPENDIX – NON-GAAP FINANCIAL MEASURES115
4Sun Communities, Inc.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.