EPR Properties (EPR) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2025, with shareholders voting on four key proposals, including trustee elections, executive compensation, amendments to the equity incentive plan, and auditor ratification.

• All proxy materials are distributed electronically to reduce environmental impact and costs, with printed copies available upon request.

• Only shareholders of record as of March 12, 2025, are eligible to vote, with multiple voting methods available.

Voting matters and shareholder proposals

• Shareholders will vote to elect ten trustees for one-year terms, approve executive compensation on an advisory basis, amend the 2016 Equity Incentive Plan (increasing authorized shares and extending the plan), and ratify KPMG LLP as the independent auditor for 2025.

• The board recommends voting “FOR” all proposals.

• Shareholders may submit proposals and trustee nominations for future meetings, with deadlines and procedures outlined in the bylaws.

Board of directors and corporate governance

• Nine of ten trustees are independent; only the CEO/Chairman is not.

• The board has a Lead Independent Trustee and conducts regular executive sessions.

• Committees (Audit, Compensation, Nominating/Governance) are composed solely of independent trustees.

• Board refreshment is ongoing, with two new trustees added in the past year.

• Share ownership guidelines for trustees and executives were increased by 50% in 2025.

• Trustees attended at least 98% of meetings in 2024.