Arbor Realty Trust (ABR) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, in a virtual-only format, with voting instructions provided for all shareholders.

• Four Class II directors are up for election to serve until 2029; other key proposals include amending the Stock Incentive Plan, ratifying the auditor, and an advisory vote on executive compensation.

• Board recommends voting in favor of all proposals, including director elections, incentive plan amendment, auditor ratification, and executive compensation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of four Class II directors, (2) amendment to authorize 8,000,000 additional shares under the Stock Incentive Plan, (3) ratification of Ernst & Young as auditor for 2026, (4) advisory vote on executive compensation, and (5) other business.

• Quorum requires a majority of votes; abstentions and broker non-votes do not affect outcomes for director elections, incentive plan, or compensation votes.

• Shareholder proposals for the 2027 meeting must be submitted by December 17, 2026.

Board of directors and corporate governance

• Board consists of ten members divided into three classes; eight directors are independent under NYSE standards.

• Lead Director role facilitates communication between independent directors and the Chair; non-management directors meet regularly in executive session.

• Board committees include Audit, Compensation, Corporate Governance, and Special Financing, each with defined responsibilities.

• Director nomination process emphasizes diversity of skills and backgrounds; stockholders may recommend candidates.

• Directors and certain executives are subject to minimum equity ownership guidelines.