Chiron Real Estate (XRN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, to be held virtually, with registration required by May 18, 2026.

• Key 2025 initiatives included a comprehensive portfolio review, enhanced disclosure, and balance sheet actions to address near-term maturities and increase financial flexibility.

• Leadership transition occurred in June 2025, with Mark Decker, Jr. appointed CEO and President.

• The company reported a net loss of $6.9 million for 2025, with a portfolio of 189 healthcare real estate properties and 96% leased occupancy.

Voting matters and shareholder proposals

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

• Advisory vote on named executive officer (NEO) compensation.

• Amendment to the 2016 Equity Incentive Plan to extend its term to 2036 and increase shares reserved by 300,000.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board size will be reduced from eight to six directors after the annual meeting, with two retirements and a search underway for additional independent directors.

• Three standing committees: Audit, Compensation, and Nominating and Corporate Governance; ESG oversight moved to Nominating and Corporate Governance.

• Majority of the board will be independent; all independent directors receive part of their compensation in LTIP Units.

• Lead Independent Director presides over executive sessions and facilitates communication.