Elme Communities (ELME) Proxy Filing summary

Executive summary

• Board proposes sale of 19 multifamily properties for $1.606 billion in cash to an affiliate of Cortland Partners, followed by a full liquidation and dissolution of the company, subject to shareholder approval.

• Estimated total liquidating distributions to shareholders range from $17.40 to $18.32 per share, in addition to a $0.18 regular quarterly distribution.

• The Board, after a strategic review and with unanimous recommendation from a Transaction Committee, determined this path maximizes shareholder value compared to other alternatives.

• The transaction is expected to close in late 2025, with asset sales and liquidation targeted for completion by June 30, 2026.

Voting matters and shareholder proposals

• Shareholders are asked to vote on: (1) the Portfolio Sale Proposal, (2) the Liquidation Proposal, (3) a non-binding Compensation Proposal for executive pay related to the transactions, and (4) the Adjournment Proposal to allow for additional proxy solicitation if needed.

• Approval of the Portfolio Sale Proposal and Liquidation Proposal each requires a majority of all votes entitled to be cast; abstentions and non-votes count as "against."

• The Board unanimously recommends voting "FOR" all proposals.

Board of directors and corporate governance

• A Transaction Committee of independent trustees oversaw the strategic review and sale process.

• The Board engaged with over 85 potential parties and considered multiple alternatives, including company sale, joint ventures, and continued independent operation.

• No superior offer for the entire company was received; the chosen transaction was deemed most favorable.