DEF 14A: Veris Residential Sets Date for Annual Stockholders Meeting, Outlines Key Proposals

Veris Residential, Inc. will hold its annual meeting on June 12, 2024, to vote on director elections, executive compensation, an incentive stock plan, and auditor ratification.

Summary

• Veris Residential, Inc. is holding its Annual Meeting of Stockholders on June 12, 2024, in a virtual-only format.
• Stockholders will vote on electing nine directors, approving executive compensation on an advisory basis, adopting the 2024 Incentive Stock Plan, and ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• The Board of Directors unanimously recommends voting FOR all director nominees, the advisory resolution approving executive compensation, the adoption of the 2024 Incentive Stock Plan, and the ratification of PricewaterhouseCoopers LLP.
• The company is using the Notice and Access method to deliver proxy materials, saving costs and protecting the environment.
• The Board considered technologies available to engage effectively with stockholders when deciding to hold the Annual Meeting virtually.
• Stockholders of record as of April 22, 2024, are entitled to vote at the Annual Meeting.
• Innisfree M&A Incorporated has been retained to perform proxy solicitation services for a fee not to exceed $20,000, plus expenses.
• The company's Proxy Statement and 2023 Annual Report are available online.
• The company has adopted a procedure called householding, which has been approved by the SEC.
• As of April 22, 2024, there were 92,583,859 shares of Common Stock issued and outstanding.
• The company is dedicated to responsible environmental, social and community stewardship.
• The company has a formal reporting and oversight structure for the company's long-term ESG strategy and goals.
• The company was certified as a Great Place to Work for three consecutive years following solicitation of feedback from company employees through an independent survey.
• As of December 31, 2023, 43% of employees were female and 52% of employees were persons of color or other minority groups.
• Three of the nine director nominees (or 33%) are female and four (or 44%) are persons of color or other minority groups.
• Three of the five named executive officers (or 60%) are female and one executive (or 20%) is a person of color of from other minority groups.
• The company's Audit Committee holds oversight responsibility over the cybersecurity strategy and risk management.
• The company is not currently aware of any risks from cybersecurity threats nor has the company had a previously cybersecurity incident that in either case have materially affected or are reasonably likely to materially affect the company, its business strategy, results of operations or financial condition.
• The Board of Directors has adopted equity ownership guidelines that require each non-employee director to own an aggregate amount of shares of Common Stock, units of limited partnership interest of the Operating Partnership redeemable for shares of Common Stock or units under the Company's Deferred Compensation Plan for Directors equal in value to five times the annual cash retainer paid to directors (currently the total required ownership amount is $325,000).

Sentiment

Score: 7

Explanation: The document is primarily informational, outlining the agenda and proposals for the annual meeting. The tone is professional and forward-looking, with a positive emphasis on corporate governance and ESG initiatives. The Board's recommendations are clear and confident, contributing to a moderately positive sentiment.

Positives

• The company is committed to environmental, social, and governance (ESG) principles.
• The company was certified as a Great Place to Work for three consecutive years.
• The company's Audit Committee oversees cybersecurity strategy and risk management.
• The company is not aware of any cybersecurity incidents that have materially affected the company.
• The company is using the Notice and Access method to deliver proxy materials, saving costs and protecting the environment.

Risks

• The document mentions forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to differ materially.
• The company's information technology, communication networks, system applications, accounting and financial reporting platforms and related systems, and those that are offered to residents and tenants are integral to the operation of the business.

Future Outlook

The company intends to disclose on its website any amendments to or waivers from its Code of Business Conduct and Ethics as well as any amendments to its Corporate Governance Principles or the charters of the various committees of the Board of Directors.

Management Comments

• The Board of Directors believes that the overall design and function of the Company's executive compensation program is appropriate and effective in aligning the interests of the Company, management and the Company's stockholders and that management is properly incentivized to manage the Company in a prudent manner.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it does mention that the company is a forward-thinking, environmentallyand socially-conscious real estate investment trust (REIT).

Comparison to Industry Standards

• The document does not provide specific details on how the company's results compare to global benchmarks.
• The document does mention that the company's executive compensation program incorporates many compensation elements that are considered best practices.

Related Party Transactions

• Mr. Dickerman was appointed to the Board pursuant to a Nomination and Cooperation Agreement (the Nomination Agreement), dated February 26, 2023, by and among the Company and various affiliates of Madison International Realty (the MIR Group).

Stakeholder Impact

• The company is dedicated to responsible environmental, social and community stewardship as an essential part of our mission to build a successful business.
• The company strives to cultivate a dynamic workplace that actively draws in, motivates, and fully engages a talented and diverse workforce, enabling them to thrive and feel welcomed.
• The company is committed to nourishing the betterment of the communities we serve, and our employees play active roles in numerous charitable organizations.

Next Steps

• Stockholders are urged to vote their shares via the Internet or telephone.
• The Board of Directors will review the voting results in connection with their ongoing evaluation of the Company's executive compensation program.

Key Dates

Keywords

Annual Meeting, Stockholders, Board of Directors, Executive Compensation, Incentive Stock Plan, PricewaterhouseCoopers, Proxy Statement, ESG, Cybersecurity, Directors