EPR PROPERTIES
For the period ended May 6, 2025. Filed Mar 27, 2025.
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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 6, 2025 · Filed Mar 27, 2025
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Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Annual Meeting Information:
| Time and Date: | 11:00 a.m. (local time) on Tuesday, May 6, 2025 |
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| Place: | EPR Properties909 Walnut Street, Suite 200Kansas City, Missouri 64106 |
| Record Date: | March 12, 2025 |
| Voting: | Only shareholders of record at the close of business on March 12, 2025 are entitled to notice of, and to vote at, the Annual Meeting. |
| How to Vote: | If you are a shareholder of record, you may vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials, or in person at the Annual Meeting. If you are a beneficial owner of our common shares of beneficial interest held in “street name,” you may vote at the Annual Meeting if you obtain a proxy from your bank, broker or other nominee that holds your shares. You may also vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials. |
| Attending the Annual Meeting: | All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” through a broker, bank or other nominee, you will need to bring a legal proxy from your broker, bank or other nominee (the shareholder of record). |
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Annual Meeting Agenda and Voting Recommendations:
| Proposal · Board’s VotingRecommendation · Page | |||
|---|---|---|---|
| No. 1 | Election of Trustees | “FOR” each trustee nominee | 13 |
| The Company is asking shareholders to elect ten trustee nominees to the Board. The Board believes that the nominees possess the necessary experience, qualifications, attributes and skills to serve as trustees. | |||
| No. 2 | Advisory Vote to Approve NEO Compensation | “FOR” | 33 |
| The Company is asking shareholders to approve, on an advisory basis, the compensation for the named executive officers disclosed in these proxy materials. | |||
| No. 3 | Amendments to the 2016 Equity Incentive Plan, Including an Increase to the Number of Authorized Shares Reserved for Issuance | “FOR” | 73 |
| The Company is asking shareholders to approve amendments to the Company's 2016 Equity Incentive Plan, including an increase to the number of authorized shares that are reserved for issuance under the plan. | |||
| No. 4 | Ratification of Appointment of Independent Registered Public Accounting Firm | “FOR” | 83 |
| The Company and the Audit Committee are asking shareholders to ratify the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | |||
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Trustee Nominees:
The following table provides summary information about each trustee nominee.
| Name | Age | Trustee Since | Principal Occupation | CommitteeMemberships |
|---|---|---|---|---|
| Peter C. Brown(1) | 66 | 2010 | Chairman of Grassmere Partners, LLC and Retired Chairman, Chief Executive Officer and President of AMC Entertainment Inc. | Audit and Nominating/Company Governance |
| William P. Brown(1) | 65 | 2024 | Group President, United States and Canada of Marriott International, Inc. | Audit and Compensation and Human Capital |
| John P. Case III(1) | 61 | 2023 | Retired Partner and Senior Advisor to Ares Net Lease and Retired Chief Executive Officer and President of Realty Income Corporation | Audit and Compensation and Human Capital |
| James B. Connor(1) | 66 | 2019 | Retired Chairman and Chief Executive Officer of Duke Realty Corporation | Compensation and Human Capital and Nominating/Company Governance (Chair) |
| Virginia E. Shanks(1)(2) | 64 | 2019 | Retired Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc. | Audit and Compensation and Human Capital |
| Gregory K. Silvers | 61 | 2015 | Chairman, Chief Executive Officer and President of EPR Properties | — |
| Robin P. Sterneck(1) | 67 | 2013 | President of Highland Birch Group and Co-Owner of Sterneck Capital Management | Compensation and Human Capital (Chair) and Nominating/Company Governance |
| John Peter Suarez(1) | 61 | 2025 | Retired Executive Vice President, Regional Chief Executive Officer, Chief Administrative Officer and Interim Chief Executive Officer of Walmart Canada | Audit and Nominating/Company Governance |
| Lisa G. Trimberger(1) | 64 | 2022 | Principal and Co-Owner of Mack Capital Investments LLC | Audit (Chair) and Nominating/Company Governance |
| Caixia Y. Ziegler(1) | 52 | 2022 | Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur Foundation | Compensation and Human Capital and Nominating/Company Governance |
(1)Independent Trustee
(2)Lead Independent Trustee
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Corporate Governance Highlights:
All but one of the trustees are independent and meet regularly in executive session.
The roles of Chief Executive Officer and Chairman of the Board are combined.
The Board has elected Virginia E. Shanks to the position of Lead Independent Director.
We have adopted a majority vote standard for the election of trustees.
We impose trustee age limits.
Only independent trustees are Committee members.
The Board has a robust trustee nominee selection process.
The Board has embraced a culture of rotation guiding our Board and committee refreshment, and the Board has appointed two new trustees in the last year.
The Board has share ownership guidelines for trustees and executive officers.
The Company has an anti-hedging and anti-pledging policy.
The Company has adopted an executive compensation clawback policy.
Board, Committee and trustee performance evaluations are performed annually.
The Board and Committees are responsible for risk oversight.
The Nominating/Company Governance Committee is responsible for oversight of the Company’s environmental, social and sustainability responsibilities and strategies.
Shareholders are permitted to make amendments to the Bylaws.
The Board is not classified and each trustee is subject to reelection at each annual meeting of theshareholders.
Our trustees attended at least 98% of the meetings of the Board and meetings of the Committees on which they served during the 2024 fiscal year.
Each of our trustees attended the Company’s 2024 Annual Meeting of Shareholders.
Financial Highlights:
The following are financial highlights of 2024:
Total revenue was $698.1 million for 2024 compared to $705.7 million for 2023.(1)
Net income available to common shareholders for 2024 was $121.9 million, or $1.60 per diluted common share, compared to net income available to common shareholders of $148.9 million, or $1.97 per diluted common share, for 2023.(1)
Funds from operations (“FFO”) (a non-GAAP financial measure) for 2024 was $360.3 million, or $4.70 per diluted common share, compared to $394.6 million, or $5.15 per diluted common share, for 2023.(1)(2)
FFO as adjusted (a non-GAAP financial measure) for 2024 was $373.9 million, or $4.87 per diluted common share, compared to $397.2 million, or $5.18 per diluted common share, for 2023, representing a (6.0)% decrease in per share results.(1)(2)
During 2024, our investment spending totaled $263.9 million and at December 31, 2024, we had committed an additional approximately $150.0 million for experiential development and redevelopment projects.
During 2024, we increased our monthly cash dividend by 3.6% to $0.285 per common share.
We maintained our net debt to gross assets at 40% at December 31, 2024.(2)
We amended our revolving credit facility that among other things (i) extended the maturity date; (ii) generally reduced the interest rate payable on outstanding loans; (iii) eliminated the tangible net worth
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covenant; (iv) modified the secured debt to total assets financial covenant to permit increased secured debt if the Company so elects; and (v) modified and simplified the capitalization rates used to value assets under the facility.
(1)Each of these measures includes out-of-period deferral rent and interest collection of $0.6 million and $36.4 million for the years ended December 31, 2024 and 2023, respectively.
(2)Non-GAAP financial measures are included in this proxy statement to provide context regarding the relationship between pay and performance. For more information regarding these non-GAAP financial measures and for a reconciliation of these non-GAAP measures to the most directly comparable financial measures prepared in accordance with GAAP, see “Non-GAAP Financial Measures” on pages 50 through 55 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Executive Compensation Highlights:
Our Compensation and Human Capital Committee, which we refer to in this Proxy Statement as our Compensation Committee, has designed our executive compensation program to attract and retain quality executives by aligning our executives’ interests with those of our shareholders, motivating our executives to achieve superior performance, and rewarding them for such performance, with the overarching goal of maximizing long-term shareholder value. These key principles are reflected in the specific goals of our executive compensation program:
| Align our Executives’ Interestswith our Shareholders’ Interests | Motivate and RewardSuperior Performance |
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| • Reward executives for performance on measures designed to preserve or increase shareholder value• Use equity-based incentives to ensure that executives focus on business objectives that preserve and build shareholder value | • Create a balanced and competitive compensation program utilizing base salary, annual incentives, long-term equity-based incentive compensation, and other benefits• Emphasize variable performance-based compensation |
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To accomplish these goals, our executive compensation program emphasizes performance-based incentive compensation under our annual incentive program and long-term incentive plan payable primarily through equity grants, all of which are considered at-risk. Some of the compensation “best practices” we employ in furtherance of our philosophy include:
| What We Do | What We Don’t Do |
|---|---|
| üThe majority of total compensation is at-risk and tied to performance (i.e., not guaranteed); fixed salaries comprise a modest portion of each NEO’s overall compensation opportunityüWe enhance executive officer retention with time-based, multi-year vesting schedules for certain equity incentive awardsü To set variable pay, we establish performance goals for management, assess performance against these goals and compare our performance on key metrics against other comparable triple-net lease REITsü Multi-year, long-term incentive equity awards use relative TSR as principal metricsü We have share ownership guidelines for our executives and trusteesü We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trusteesü We incentivize executives to elect to receive annual incentive awards in the form of nonvested, restricted common shares instead of cash by valuing the equity award at a premium, further aligning their interests with shareholdersü All of our executive officers are subject to an executive compensation clawback policy | û We do not provide our executives and will not provide any new executives with tax gross-ups with respect to payments made in connection with a change of controlû We do not allow hedging or pledging of Company securitiesû We do not encourage unnecessary or excessive risk taking as a result of our compensation policies; annual incentive compensation is not based on a single performance metric and we do not have guaranteed minimum payoutsûWe do not allow for repricing of common share optionsû We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention |
Corporate Responsibility Highlights:
We strive to operate in a socially responsible and ethical manner. Our Company’s core values both distinguish us and guide our business activities. We foster honesty and respect among our associates, offer programs aimed at improving the lives of our staff, are committed to using resources in an environmentally conscious way, support the communities in which we work and uphold our corporate responsibilities for the benefit of our shareholders. Our Nominating/Company Governance Committee is specifically tasked under its committee charter with overseeing the Company’s strategy on corporate social responsibility and sustainability, including developing and recommending to the Board for approval policies and procedures relating to the Company’s corporate social responsibility and sustainability activities and periodically reviewing relevant developments in the space such as new legislation and regulations. During 2024, we published our third annual Corporate Responsibility Report, which is available at https://eprkc.com/corporate-responsibility/.
Environmental Responsibility Highlights:
Triple-Net Properties: Most of our properties are leased to tenants under long-term triple net leases, giving us limited control of their emissions and sustainability practices and limited visibility to our tenants’ sustainability data. Nevertheless, we are focused on working alongside and empowering our tenants in a collective effort to implement specific practices and energy conservation measures, by providing informational resources and assistance where appropriate and employing green lease language where possible.
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Landlord-Controlled Properties: At our landlord-controlled properties, we provide recycling programs and monitor benchmarks for all landlord-paid utilities and available tenant utility data, where feasible. We also identify low-cost measures, analyze capital improvements and evaluate technologies that reduce greenhouse gas (GHG) emissions and enhance building performance and resilience.
ESG Acquisition Due Diligence: We conduct extensive environmental due diligence on potential acquisitions as part of our underwriting process to determine if there are any recognized environmental conditions that affect our properties. As a part of this process, we utilize tools such as Moody’s Climate on Demand to assess the exposure of our properties to chronic and acute hazards posed by climate change over the short-, medium- and long-term.
Climate Preparedness: To further support our climate preparedness, we conduct periodic, location-specific regulatory analyses to assess asset eligibility and compliance with existing or emerging regulations and reporting requirements. In 2024, we also completed our first fulsome Scope 1 and 2 GHG inventory to help quantify and baseline our Company’s impact on emissions.
Our Corporate Headquarters: In an effort to reduce and ultimately eliminate single-use plastic waste in our corporate headquarters, we discontinued plastic water bottles and provide reusable silverware, drinkware and dinnerware. Our additional waste diversion strategies focus on recycling ink cartridges and aluminum, decreasing paper waste by encouraging employees to use paperless options and donating used office equipment and electronics. When replacing or installing new lighting or office equipment, we strive to use energy-efficient LED lighting and IT equipment wherever possible.
Associate Transportation: We encourage our associates to seek out ways to decrease their daily environmental impact by walking or using mass transit. In addition, bike parking areas and electric car charging spaces are available within our corporate headquarters’ complex.
Social Responsibility Highlights:
Associate Well-Being & Development: Our benefits include competitive base pay, performance-based restricted share awards and a 401(k) with a robust company match. We support our associates’ physical and mental health through paid parental leave, industry-leading health care benefits, unlimited sick leave, flexible paid time off and employee assistance programs. We offer yearly wellness reimbursements, an on-site fitness center and fully stocked kitchens. We provide opportunities for our associates to learn and thrive as professionals, including educational reimbursement, mentorship, executive coaching and ongoing professional development.
EPR Impact: Our Company’s charitable giving program, EPR Impact, is a key cornerstone of our social responsibility. EPR Impact’s annual budget includes a pool of funds to support employee-directed contributions to nonprofit organizations where an employee is personally involved. We match employee contributions annually up to a given amount for contributions from their personal funds to nonprofit organizations. We also offer 16 hours of paid volunteer time, giving employees the chance to volunteer together during work hours and on dedicated days of service. In 2024, our staff volunteered for 323 hours through EPR Impact, donating $331,000 and 661 items to 130 different charities in Kansas City and beyond.
Inclusion and Belonging: Our key human capital objectives are to attract, retain and develop the highest quality talent to ensure that we have the right talent, in the right place, at the right time. We work to ensure our culture is evolving and inclusive and believe in building teams with a mix of backgrounds and experiences that reflect the life experiences of our customers and the ultimate consumers of our customers' services.
Safety: We believe that a safe and secure work environment is critical to the success of our business and encourage employee input and ongoing education about safety and security issues to protect those in our corporate office and hold vendors and consultants accountable to our standards.
Human Rights: Our Board has adopted a Human Rights Policy that addresses our commitment to equality and inclusion, a safe and healthy workplace, workplace security, and other rights and protections relating to labor and the workplace.
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Cybersecurity: Our policies and procedures embrace best practices for cybersecurity. Third-party vendors complement our processes by conducting independent cybersecurity testing and suggesting future enhancements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.