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 Wednesday, May 29, 2024 |
| Place: | EPR Properties 909 Walnut Street, Suite 200 Kansas City, Missouri 64106 |
| Record Date: | March 12, 2024 |
| Voting: | Only shareholders of record at the close of business on March 12, 2024 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). |
| 2024 Proxy Statement | Page 1 |
Annual Meeting Agenda and Voting Recommendations:
| Proposal · Board’s VotingRecommendation · Page |
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| No. 1 | Election of Trustees | “FOR” each trustee nominee | 14 |
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| The Company is asking shareholders to elect eight trustee nominees to the Board. The Board believes that the nominees possess the necessary experience, qualifications, attributes and skills to serve as trustees. |
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| No. 2 | Advisory Vote to Approve NEO Compensation | “FOR” | 36 |
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| The Company is asking shareholders to approve, on an advisory basis, the compensation for the named executive officers disclosed in these proxy materials. |
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| No. 3 | Ratification of Appointment of Independent Registered Public Accounting Firm | “FOR” | 82 |
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| 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, 2024. |
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| 2024 Proxy Statement | Page 2 |
Trustee Nominees:
The following table provides summary information about each trustee nominee.
| Name | Age | Trustee Since | Principal Occupation | CommitteeMemberships |
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| Peter C. Brown(1) | 65 | 2010 | Chairman of Grassmere Partners, LLC and Retired Chairman, Chief Executive Officer and President of AMC Entertainment Inc. | Audit and Finance (Chair) |
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| John P. Case III(1) | 60 | 2023 | Retired Partner and Senior Advisor to Ares Net Lease and Retired Chief Executive Officer and President of Realty Income Corporation | Audit and Nominating/Company Governance |
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| James B. Connor(1) | 65 | 2019 | Retired Chairman and Chief Executive Officer of Duke Realty Corporation | Compensation and Human Capital and Nominating/Company Governance (Chair) |
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| Virginia E. Shanks(1)(2) | 63 | 2019 | Retired Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc. | Audit and Compensation and Human Capital |
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| Gregory K. Silvers | 60 | 2015 | Chairman, Chief Executive Officer and President of EPR Properties | — |
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| Robin P. Sterneck(1) | 66 | 2013 | President of Highland Birch Group and Co-Owner of Sterneck Capital Management | Compensation and Human Capital (Chair) and Nominating/Company Governance |
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| Lisa G. Trimberger(1) | 63 | 2022 | Principal and Co-Owner of Mack Capital Investments LLC | Audit (Chair) and Finance |
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| Caixia Y. Ziegler(1) | 51 | 2022 | Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur Foundation | Compensation and Human Capital, Finance and Nominating/Company Governance |
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(1) Independent Trustee
(2) Lead Independent Trustee
| 2024 Proxy Statement | Page 3 |
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. |
| • | 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 the shareholders. |
| • | Each of our trustees attended all of the meetings of the Board and all of the meetings of the Committees on which they served during the 2023 fiscal year. |
| • | Each of our trustees attended the Company’s 2023 Annual Meeting of Shareholders. |
Financial Highlights:
The following are financial highlights of 2023:
| • | Total revenue was $705.7 million for 2023, representing a 7.2% increase from 2022. |
| • | Net income available to common shareholders for 2023 was $148.9 million, or $1.97 per diluted common share, compared to net income available to common shareholders of $152.1 million, or $2.03 per diluted common share, for 2022. |
| • | Funds from operations (“FFO”) (a non-GAAP financial measure) for 2023 was $394.6 million, or $5.15 per diluted common share, compared to $347.7 million, or $4.60 per diluted common share, for 2022.(1) |
| • | FFO as adjusted (a non-GAAP financial measure) for 2023 was $397.2 million, or $5.18 per diluted common share, compared to $355.2 million, or $4.69 per diluted common share, for 2022, representing a 10.4% increase in per share results.(1) |
| • | During 2023, our investment spending totaled $269.4 million and at December 31, 2023, we had committed an additional approximately $240.0 million for experiential development and redevelopment projects. |
| • | During 2023, we continued the payment of our monthly cash dividend at the level of $0.275 per common share. |
| 2024 Proxy Statement | Page 4 |
| • | We entered into a comprehensive restructuring agreement with Regal anchored by a new triple-net master lease with $65.0 million in total annual fixed rent that escalates by 10% every five years with the potential for annual percentage rent if Regal achieves certain gross sales threshold amounts. |
| • | We collected $2.1 million of deferred rent and interest from accrual basis customers and approximately $36.4 million in deferred rent and interest from cash basis customers and from customers for which the deferred payments were not previously recognized as revenue. At December 31, 2023, we have collected all rent and interest that had been deferred as a result of the COVID-19 pandemic from accrual basis tenants and have approximately $12.0 million due from cash basis customers, primarily related to one tenant. |
| • | We maintained our net debt to gross assets at 39% at December 31, 2023.(1) |
| (1) | 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 52 through 57 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
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’ Interests with our Shareholders’ Interests | Motivate and Reward Superior 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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| 2024 Proxy Statement | Page 5 |
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 consideredat-risk. Some of the compensation “best practices” we employ in furtherance of our philosophy include:
| What We Do | What We Don’t Do |
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| ✓ The 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 opportunity ✓ We enhance executive officer retention with time-based, multi-year vesting schedules for certain equity incentive awards ✓ 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 REITs ✓ Multi-year, long-term incentive equity awards use relative TSR as principal metrics ✓ We have share ownership guidelines for our executives and trustees ✓ We engage an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent trustees ✓ We incent 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 shareholders ✓ 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 control û We do not allow hedging or pledging of Company securities û 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 payouts û We do not allow for repricing of common share options û We do not provide excessive perquisites; our perquisites are market competitive to incent executive retention |
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| 2024 Proxy Statement | Page 6 |
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, 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 evaluating the impact of Company practices on communities and individuals, and developing and recommending to the Board for approval policies and procedures relating to the Company’s corporate social responsibility and sustainability activities. During 2023, we published our annual Corporate Responsibility Report, which is available at www.eprkc.com.
Environmental Responsibility Highlights:
| • | 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 resources and assistance where possible. |
| • | 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. |
| • | In an effort to reduce and ultimately eliminate single-use plastic in our corporate headquarters, we discontinued plastic water bottles and provide reusable silverware, drinkware and dinnerware. |
| • | Our 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 possible. |
| • | We strive to use energy-efficient LED lighting and IT equipment at our headquarters. |
| • | 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 building complex. Our Company also permits associates to work remotely. |
Social Responsibility Highlights:
We offer a variety of programs aimed at bettering the lives of our staff:
| • | Our benefits include competitive base pay, performance-based restricted stock 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. |
| 2024 Proxy Statement | Page 7 |
| • | 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 paid volunteer time, giving employees the chance to volunteer together during work hours and on dedicated days of service. |
| • | We respect people as individuals in all facets of our work. We value diverse backgrounds and perspectives and promote equal opportunity and inclusion and do not tolerate discrimination, corruption or harassment and value human rights, regardless of race, color, religion, national origin, citizenship, marital status, gender, gender identity, gender expression, sexual orientation, age, disability, veteran status or other characteristics protected by law. |
| • | 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. |
| • | 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. |
| • | Our policies and procedures embrace best practices for cybersecurity. Third-party vendors complement our processes by conducting independent cybersecurity testing and suggesting future enhancements. |
| 2024 Proxy Statement | Page 8 |
