DEF: Blackstone Real Estate Income Trust Sets Date for 2025 Annual Stockholders Meeting

Blackstone Real Estate Income Trust (BREIT) announces its 2025 Annual Meeting of Stockholders to be held virtually on June 26, 2025, covering director elections and auditor ratification.

Summary

• Blackstone Real Estate Income Trust (BREIT) will hold its 2025 Annual Meeting of Stockholders virtually on June 26, 2025.
• Stockholders will vote on the election of nine director nominees and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• For every stockholder that votes, the Company will make a charitable donation to the Navy SEAL Foundation.
• The Board of Directors recommends voting FOR all director nominees and FOR the appointment of Deloitte & Touche LLP.
• The record date for determining stockholders eligible to vote is March 28, 2025.
• Proxy materials are available online at www.proxyvote.com/BREIT.
• The Board of Directors has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and an Affiliate Transaction Committee.
• The Company does not have a hedging policy for its officers, employees and directors at this time.
• 33% of directors on BREITs Board of Directors are diverse.
• The Company is party to an unsecured, uncommitted line of credit up to a maximum amount of $75.0 million with Blackstone Holdings Finance Co. L.L.C.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a positive tone regarding the company's governance and future operations. The recommendation to vote for the proposals suggests confidence in the company's direction.

Positives

• The company is making a charitable donation to the Navy SEAL Foundation for every stockholder that votes.
• The Board of Directors is composed of experienced professionals with diverse backgrounds.
• The company has a dedicated Affiliate Transaction Committee to review related party transactions.
• The company has adopted a stock ownership policy for non-employee directors to align their interests with those of stockholders.
• The company has a Code of Business Conduct and Ethics and Corporate Governance Guidelines in place.
• The company has an insider trading policy to prevent illegal trading activities.
• The company has a policy on transactions with related persons to manage conflicts of interest.
• The company has entered into indemnification agreements with its directors and officers.

Negatives

• The company is externally managed by the Adviser, which may create conflicts of interest.
• The Adviser and its affiliates engage in a broad spectrum of activities, including a broad range of activities relating to investments in the real estate industry, and have invested or committed billions of dollars in capital through various investment funds, managed accounts and other vehicles affiliated with Blackstone.
• The company is subject to conflicts of interest arising out of its relationship with Blackstone, including the Adviser and its affiliates.
• The company may be forced to sell or hold existing investments as a result of investment banking relationships or other relationships that Blackstone may have or transactions or investments that Blackstone may make or has made.
• The company may not have access to material nonpublic information in the possession of Blackstone which might be relevant to an investment decision to be made by the Adviser on our behalf, and the Adviser may initiate a transaction or purchase or sell an investment that, if such information had been known to it, may not have been undertaken.

Risks

• Conflicts of interest may arise due to the relationship with Blackstone and its affiliates.
• Allocation of investment opportunities may not always be in the company's favor due to competing interests of other Blackstone accounts.
• The company may be limited in its ability to engage in potential transactions due to Blackstone's underwriting, advisory, and other relationships.
• The company may come into possession of material nonpublic information that restricts its ability to trade.
• The company may be required to share certain rights with other Blackstone accounts relating to investments, which may lead to conflicting interests.
• The company may incur broken deal expenses that are not reimbursed by third parties.
• The company may be subject to legal fees for unconsummated transactions that are charged at a discounted rate, such that if we consummate a higher percentage of transactions with a particular law firm than Blackstone, Other Blackstone Accounts and their affiliates, we could indirectly pay a higher net effective rate for the services of that law firm than Blackstone or Other Blackstone Accounts or their affiliates.

Future Outlook

The Advisory Agreement is subject to annual renewals by the Board of Directors. The company will continue to evaluate investment opportunities and manage risks to preserve value for shareholders.

Management Comments

• Management and the Board of Directors unanimously recommend that you vote FOR all nominees for director listed in the Proxy Statement and FOR the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2025.
• On behalf of the Board of Directors and management, I thank you for your continuing support.

Industry Context

As a non-listed REIT, BREIT's activities are influenced by broader trends in the real estate and investment management industries, including sustainability considerations and corporate governance best practices. The document reflects an increasing emphasis on transparency and stakeholder engagement.

Comparison to Industry Standards

• The compensation structure for independent directors, including cash retainers and stock awards, is generally in line with industry practices for REITs of similar size and complexity.
• The management fee structure of 1.25% of NAV is comparable to other externally managed REITs, although the performance participation allocation may vary.
• The company's corporate governance practices, such as having an independent board and committees, align with best practices for publicly traded companies.
• The company's sustainability initiatives are consistent with growing trends in the real estate industry to incorporate environmental and social considerations into investment decisions.

Management Changes

Corporate Governance

Related Party Transactions

• The company engages in various transactions with Blackstone and its affiliates, including management fees, performance participation allocations, and expense reimbursements.
• The company has a Trademark License Agreement with an affiliate of Blackstone.
• The company is party to an unsecured, uncommitted line of credit up to a maximum amount of $75.0 million with Blackstone Holdings Finance Co. L.L.C.

Stakeholder Impact

• Stockholders have the opportunity to vote on key governance matters, including the election of directors and the ratification of the auditor.
• The company's charitable donation to the Navy SEAL Foundation recognizes stockholder participation.
• The company's sustainability initiatives and corporate governance practices aim to create long-term value for stakeholders.
• The company's related party transaction policies are designed to protect the interests of stockholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board of Directors will consider the outcome of the votes at the Annual Meeting.
• The company will continue to operate under the direction of the Board of Directors and the Adviser.

Key Dates

Keywords

Annual Meeting, Stockholders, Directors, Proxy Statement, Blackstone, BREIT, Deloitte, Auditor, Governance, Real Estate