First Industrial Realty Trust (FR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually in 2026, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Land & Buildings Capital Growth Fund, LP has nominated Jonathan Litt for the board, leading to a contested election; the board opposes this nominee and recommends voting only for its six nominees.

• The company highlights strong 2025 performance: 32.2% rental rate growth, 11.7% FFO/share growth, 7.1% same store NOI growth, and a 12.4% dividend increase.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of six directors, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as auditor.

• The board recommends voting FOR its six nominees and all proposals, and WITHHOLD on the Land & Buildings nominee.

• Voting instructions emphasize use of the WHITE proxy card; only the latest-dated proxy counts.

• Shareholders may submit proposals for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent; average age is 66.

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

• The board regularly reviews its composition and skills, and values diversity in experience, gender, and ethnicity.

• Corporate governance guidelines and a code of ethics are in place, with annual board and committee self-assessments.