Elme Communities (ELME) Proxy Filing summary

Executive summary

• Shareholders are asked to approve the sale of 19 multifamily properties for $1.606 billion in cash to an affiliate of Cortland Partners, and a plan of sale and liquidation for the company, including the wind-down and dissolution of the business.

• The Board, after a strategic review and with unanimous recommendation from a Transaction Committee, determined these actions are in shareholders' best interests and recommends voting in favor of all proposals.

• If approved, shareholders are expected to receive an initial special distribution of $14.50–$14.82 per share, and additional distributions totaling $2.90–$3.50 per share, for an aggregate of $17.40–$18.32 per share, plus a regular $0.18 quarterly dividend.

• The company has already begun marketing its remaining assets and expects to complete all sales by June 30, 2026, with the possibility of transferring unsold assets to a liquidating trust if not completed within 24 months.

Voting matters and shareholder proposals

• Four proposals are up for vote: (1) approval of the Portfolio Sale Transaction, (2) approval of the Plan of Sale and Liquidation, (3) a non-binding advisory vote on executive compensation related to the transactions, and (4) adjournment of the meeting if more votes are needed.

• Approval of the sale and liquidation each requires a majority of all shares entitled to vote; abstentions and non-votes count as votes against these proposals.

• The Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• The Board established a Transaction Committee of independent trustees to oversee the strategic alternatives review and sale process.

• The Board engaged financial and legal advisors, including Goldman Sachs and JLLS, and considered multiple strategic alternatives and bids before selecting the Cortland transaction.

• The Board retains authority to modify or terminate the Plan of Sale and Liquidation prior to final dissolution if deemed in the best interests of shareholders.