Douglas Emmett (DEI) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, to be held virtually, with stockholders able to vote and ask questions online after registering in advance.

• Stockholders will vote on the election of eight directors, ratification of the auditor, a say-on-pay advisory vote, and approval of a new omnibus stock incentive plan.

• As of March 31, 2026, there were 167,485,267 shares outstanding, with major institutional holders including Vanguard, BlackRock, First Eagle, and State Street.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors to serve until the 2027 annual meeting; one current director is retiring and not standing for re-election.

• Proposal 2: Ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.

• Proposal 3: Approve, in a non-binding advisory vote, named executive officer compensation for 2025.

• Proposal 4: Approve the 2026 Omnibus Stock Incentive Plan, replacing the 2016 plan.

• No shareholder proposals were received for the 2026 meeting; deadlines for 2027 proposals are specified.

Board of directors and corporate governance

• The board will be reduced to eight members, with a mix of executive and independent directors averaging nine years of service.

• Corporate governance guidelines limit independent director service to twelve years, with waivers possible.

• The board combines the roles of Chairman and CEO, with a Lead Independent Director providing oversight.

• All non-employee directors are determined to be independent under NYSE rules.

• Board committees include Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors and executive officers are subject to equity ownership requirements and significant transfer restrictions on equity awards.