SUN COMMUNITIES INC
For the period ended Mar 30, 2026. Filed Mar 30, 2026.
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Mar 30, 2026 · Filed Mar 30, 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) |
| þ | Definitive 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): | |
|---|---|
| þ | 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 |
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 Rule | Do the right thing | We 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 changes | Mindset is everything | Keep 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,
We enter 2026 positioned to build on Sun’s strong operational and cultural legacy and create value for our shareholders. In 2025, we successfully executed on our strategic objectives, simplifying our business and strengthening our balance sheet. With the closing of the Safe Harbor Marinas sale and other non-strategic assets, we sharpened our focus on our core manufactured housing (MH) and recreation vehicle (RV) segments. Importantly, we deployed the proceeds deliberately through a thoughtful capital allocation process, meaningfully enhancing our balance sheet position and financial flexibility.
2025 REVIEW
Our disciplined execution of our strategic priorities was reflected in our strong 2025 results. In addition to optimizing our portfolio, we significantly enhanced our capital deployment strategy by using the proceeds from the Safe Harbor sale to reposition our balance sheet. We paid down more than $3 billion of debt and fully eliminated our floating-rate debt exposure. We also returned capital to shareholders through share repurchases, a special cash distribution, and a meaningful increase to our quarterly dividend.
On the strategic investment front, we acquired fourteen MH and annual RV communities within existing Sun geographies. In the UK, we acquired the ground leases for 32 properties, resulting in Sun owning the full freehold interest across our UK portfolio, reducing lease complexity while creating meaningful financial and strategic flexibility.
BOARD AND MANAGEMENT
As we advanced our strategic and financial priorities, we also strengthened our leadership team and further enhanced our Board of Directors. In October 2025, Charles Young joined Sun as both our Chief Executive Officer and director.
At the Board level, Mark Denien was elected to the Board in 2025 as an independent director and, after decades of distinguished and dedicated service to the Company and our shareholders, Clunet Lewis will retire from the Board this year.
LOOKING AHEAD
We remain committed to creating long-term value for our shareholders. Building on the successes of 2025, we expect to continue to take purposeful, measured actions to support and further strengthen our core business and seek to deliver reliable earnings growth. With a clear strategic direction, we remain focused on realizing the full potential of our portfolio and platform.
Thank you for your continued support.
Sincerely,
| Charles D. YoungChief Executive Officer | Gary A. ShiffmanChairman | Meghan G. BaivierLead Independent Director |
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| 2026 Proxy Statement | 1 |
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| Date and Time | Location | Record Date |
|---|---|---|
| Online Tuesday, May 12, 2026,11:00 AM EDT | Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/SUI2026 (the "Annual Meeting Website") | Close of business March 16, 2026 |
| Items of Business | Board Recommendation | For Further Details | |
| 1 | Elect nine directors to serve until our 2027 annual meeting of shareholders and until their successors shall have been duly elected and qualified, or their earlier resignation or removal | FOR each director nominee | Page 18 |
| 2 | Conduct a non-binding advisory vote on executive compensation | FOR | Page 46 |
| 3 | Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2026 | FOR | Page 101 |
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 16, 2026 (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.
| Internet | Call | |
|---|---|---|
| Before the Annual Meeting - www.proxyvote.comDuring the Annual Meeting - www.virtualshareholdermeeting.com/SUI2026 | (800) 690-6903 | Mail 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
Secretary
This Proxy Statement and our Annual Report to shareholders for the year ended December 31, 2025, are available at www.proxyvote.com.
| 2 | Sun Communities, Inc. |
| LETTER TO OUR SHAREHOLDERS | 1 |
|---|---|
| NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS | 2 |
| GLOSSARY | 4 |
| ABOUT SUN COMMUNITIES | 7 |
| PROXY SUMMARY | 12 |
| PROPOSAL NO. 1 – ELECTION OF NINE DIRECTORS | 18 |
| Nominee Biographical Summary | 19 |
| Board Composition and Refreshment | 23 |
| Qualifications, Expertise and Attributes | 24 |
| Consideration of Director Nominees | 25 |
| CORPORATE GOVERNANCE | 27 |
| Board of Directors | 27 |
| Role of the Board of Directors | 28 |
| Board Structure | 32 |
| Other Board Policies and Processes | 38 |
| Stakeholder Outreach and Engagement | 41 |
| Communications with the Board | 42 |
| DIRECTOR COMPENSATION | 43 |
| PROPOSAL NO. 2 – NON-BINDING ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 46 |
| COMPENSATION DISCUSSION AND ANALYSIS | 48 |
| Executive Summary | 49 |
| Compensation Philosophy and Objectives | 58 |
| Elements of Compensation | 59 |
| 2025 Executive Compensation | 60 |
| 2025 Base Salary | 60 |
| 2025 Annual Incentive Award | 61 |
| 2025 Long-Term Equity Incentive Awards | 67 |
| NEO Pay and Performance Summaries | 70 |
|---|---|
| 2026 Executive Compensation Actions | 76 |
| Compensation Processes | 77 |
| Additional Executive Compensation Policies and Practices | 80 |
| EXECUTIVE COMPENSATION TABLES | 82 |
| Summary Compensation Table | 82 |
| Grants of Plan-Based Awards | 83 |
| Outstanding Equity Awards at Year-End December 31, 2025 | 84 |
| Stock Vested During 2025 | 85 |
| CEO Pay Ratio | 85 |
| Pay Versus Performance Table | 87 |
| COMPENSATION COMMITTEE REPORT | 92 |
| INFORMATION ABOUT EXECUTIVE OFFICERS | 92 |
| AUDIT MATTERS | 99 |
| PROPOSAL NO. 3 – RATIFICATION OF SELECTION OF DELOITTE & TOUCHE LLP | 101 |
| SECURITY OWNERSHIP INFORMATION | 103 |
| Security Ownership of Certain Beneficial Owners | 103 |
| Security Ownership of Directors and Executive Officers | 104 |
| DELINQUENT SECTION 16(a) REPORTS | 104 |
| EQUITY COMPENSATION PLAN INFORMATION | 105 |
| GENERAL INFORMATION | 106 |
| APPENDIX A - NON-GAAP FINANCIAL MEASURES | 110 |
| 2026 Proxy Statement | 3 |
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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.