HIGHWOODS PROPERTIES, INC.
For the period ended May 12, 2026. Filed Mar 27, 2026.
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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.
May 12, 2026 · Filed Mar 27, 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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
HIGHWOODS PROPERTIES, INC.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
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March 27, 2026
Dear Fellow Stockholder:
We are pleased to invite you to attend the 2026 annual meeting of stockholders of Highwoods Properties, Inc. The meeting will be held via live audio webcast only on Tuesday, May 12, 2026, at 11:30 A.M. Eastern Time.
The proxy statement, with the accompanying formal notice of the meeting, describes the matters expected to be acted upon at the meeting. We ask you to review these materials carefully and to use this opportunity to take part in the affairs of Highwoods by voting on the matters described in the proxy statement. Following the formal portion of the meeting, we will provide a brief report on the operations of our company and our directors and senior leadership team will be available to answer appropriate questions from stockholders.
Your vote is important. Your proxy or voting instruction card includes specific information regarding the several ways to vote your shares. We encourage you to vote as soon as possible, even if you plan to virtually attend the meeting. You may vote over the internet, by telephone or by mail.
Thank you for your continued support of Highwoods.
Cordially,
CARLOS E. EVANS
Chair of the Board of Directors
Highwoods Properties | 2026 Proxy Statement 1
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Date: Tuesday, May 12, 2026
Time: 11:30 A.M. Eastern Time
Place: The meeting will be a virtual-only meeting, conducted exclusively via live audio webcast at www.virtualshareholdermeeting.com/HIW2026. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to virtually attend, vote and submit questions (both before, and during a portion of, the meeting).
Record Date: Tuesday, March 3, 2026
Items of Business: 1. To elect seven directors to serve a one-year term and until their respective successors are duly elected and qualified
To ratify the appointment of Deloitte & Touche LLP as our independent auditor for 2026
To vote on an advisory proposal regarding executive compensation
To transact such other business as may properly come before the meeting or any adjournments
Proxy Voting: Holders of record of shares of our common stock as of the close of business on the record date are encouraged to vote their shares in advance of the meeting through one of the below methods:
Via the Internet: You can submit a proxy via the Internet until 11:59 P.M. Eastern Time on May 11, 2026, by accessing the website at www.proxyvote.com and following the instructions you will find on the website. Internet proxy submission is available 24 hours a day. You will be given the opportunity to confirm that your instructions have been properly recorded.
By Mail: If you have received your proxy materials by mail, you can vote by marking, dating and signing your proxy card and returning it by mail in the enclosed postage-paid envelope. If you hold your shares in an account with a bank or broker (i.e., in “street name”), you can vote by following the instructions on the voting instruction card provided to you by your bank or broker. Proxy cards returned by mail must be received no later than the close of business on May 11, 2026.
By Telephone: You can submit a proxy by telephone until 11:59 P.M. Eastern Time on May 11, 2026, by calling toll-free 1-800-690-6903 (from the U.S. and Canada) and following the instructions.
If you hold shares of our common stock through our employee stock purchase plan, you must instruct our transfer agent, EQ Shareowner Services, how to vote those shares by providing your instruction via the internet, by telephone or by mail in the manner outlined above. These votes receive the same confidentiality as all other shares voted. To allow sufficient time for voting by transfer agent, your voting instructions must be received by May 7, 2026.
Highwoods Properties | 2026 Proxy Statement 2
Even if you plan to virtually attend the meeting, we encourage you to vote your shares by proxy using one of the methods described above. Stockholders of record who attend the virtual meeting may vote their shares online, even though they have sent in proxies.
How to Attend: In order to participate in the meeting, please log on to
www.virtualshareholdermeeting.com/HIW2026 at least 15 minutes prior to the start of the meeting to provide time to register and download the required software, if needed. If you are a stockholder of record, you will need to provide your sixteen-digit control number included on your notice or your proxy card (if you receive a printed copy of the proxy materials) in order to be able to participate in the meeting. If you are a beneficial owner (if, for example, your shares are not registered in your name but are held in “street name” for you by your broker, bank or other institution), you must follow the instructions printed on your voting instruction form. The webcast replay will be available atwww.virtualshareholdermeeting.com/HIW2026 for approximately 30 days after the meeting. If you access the meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate.
By Order of the Board of Directors
JEFFREY D. MILLER
Executive Vice President, General Counsel and Secretary
March 27, 2026
Highwoods Properties | 2026 Proxy Statement 3
TABLE OF CONTENTS
| HIGHWOODS AT-A-GLANCE | 5 |
|---|---|
| Governance | 5 |
| CORPORATE GOVERNANCE AND BOARD MATTERS | 6 |
| Composition of the Board of Directors | 6 |
| Board Matrix | 6 |
| Board Independence, Leadership and Other Activities | 7 |
| Board Meetings | 8 |
| Compensation and Governance Committee | 9 |
| Compensation and Governance Committee Interlocks | 10 |
| Audit Committee | 11 |
| Investment Committee | 11 |
| Executive Committee | 11 |
| Other Stockholder Information | 11 |
| Compensation of Directors | 12 |
| Stock Ownership Guidelines | 13 |
| Principal and Management Stockholders | 13 |
| Equity Compensation Plans | 14 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 15 |
| Nominees for Election to Term Expiring 2027 | 15 |
| PROPOSAL 2: RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2026 | 19 |
| Independent Auditor Fees | 19 |
| Pre-Approval Policies | 19 |
| Audit Committee Report | 19 |
| PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION | 21 |
| COMPENSATION OF NAMED EXECUTIVES | 22 |
| Compensation Discussion and Analysis | 22 |
| Summary Compensation | 34 |
| Grants of Plan-Based Awards | 35 |
| Outstanding Equity Awards | 36 |
| Stock Vested | 37 |
| Estimated Payments Upon Termination or a Change in Control | 37 |
| INFORMATION ABOUT THE ANNUAL MEETING | 39 |
| Voting Information | 39 |
| Proxy Solicitation and Document Request Information | 40 |
| Other Matters | 40 |
| Stockholder Proposals for 2027 Annual Meeting | 40 |
| Costs of Proxy Solicitation | 40 |
| Delivery of Materials to Households | 40 |
Highwoods Properties | 2026 Proxy Statement 4
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.