Essential Properties Realty Trust (EPRT) Proxy Filing summary

Executive summary

• Net income increased by $12.2 million (6%) and AFFO by $54.5 million (21%) in 2024 versus 2023; AFFO per share rose 5%.

• Achieved record $1.2 billion in gross investments across 297 properties at an 8.0% cap rate, the highest in company history.

• Maintained strong liquidity of $1.0 billion and net debt-to-annualized adjusted EBITDAre of 4.6x, with all debt unsecured.

• Raised $837.9 million in equity and completed a $450 million term loan maturing in 2030.

• Portfolio expanded to $6.0 billion in real estate, 2,104 properties, 413 tenants, 99.7% leased, and a 14-year average lease term.

• Increased annualized dividend by 3.5% to $1.18 per share.

Voting matters and shareholder proposals

• Stockholders will vote to elect seven directors, approve executive compensation (say-on-pay), and ratify Grant Thornton LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Stockholder proposals for the 2026 meeting must be submitted by December 2, 2025.

Board of directors and corporate governance

• Board consists of seven members, 86% independent, 43% female, and 14% ethnic minority; average tenure is 6 years.

• Board committees (Audit, Compensation, Nominating & Corporate Governance, Investment) are fully independent.

• Board leadership is separated from CEO; independent Chair leads executive sessions.

• Annual board and committee performance assessments are conducted.

• Stockholders can amend bylaws and no poison pill is in place.