ACRES Commercial Realty (ACR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 22, 2026, with virtual participation and voting options for shareholders.

• Key proposals include director elections, say-on-pay, auditor ratification, stock issuance for a merger, adoption of a new equity incentive plan, and potential adjournment.

• The main strategic action is the Internalization Merger, transitioning from external to internal management by acquiring ACC and its manager.

• The merger aims to enhance governance, reduce costs, align management and shareholder interests, and increase transparency.

Voting matters and shareholder proposals

• Election of nine directors to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of issuance of approximately 7.5 million shares for the Internalization Merger.

• Approval of the 2026 Omnibus Equity Incentive Plan, reserving 1,432,172 shares for awards.

• Proposal to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board consists of nine nominees, with a majority classified as independent under NYSE rules.

• Four standing committees: Audit, Compensation, Nominating/ESG, and Investment.

• Annual board and committee self-assessment and director re-nomination process.

• Stockholders have the right to amend bylaws and submit director nominations.

• Board leadership is separated between Chairman and CEO roles.