Brandywine Realty Trust (BDN) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2025, with shareholders voting on key proposals including board elections, auditor ratification, executive compensation, and an amendment to the long-term incentive plan.

• Shareholders of record as of March 26, 2025, are entitled to vote, with multiple voting methods available including online, mail, and telephone.

• The company emphasizes transparency, strong corporate governance, and active shareholder engagement, maintaining an A rating from MSCI ESG Research.

Voting matters and shareholder proposals

• Proposals include electing six trustees, ratifying PricewaterhouseCoopers LLP as auditor, approving a non-binding resolution on executive compensation, and amending the 2023 Long-Term Incentive Plan to increase share availability.

• Shareholders can submit proposals for the 2026 annual meeting and have proxy access rights under the bylaws.

Board of directors and corporate governance

• The board consists of six nominees with diverse backgrounds and expertise in real estate, finance, risk management, and governance.

• All trustees except the CEO are independent; the board is led by a non-executive chair and a lead independent trustee.

• Annual board and committee evaluations, robust succession planning, and regular board refreshment are in place.

• Shareholder rights include proxy access, the right to call special meetings, and the absence of a poison pill.