Greystone Housing Impact Investors LP (GHI) Proxy Filing summary

Executive summary

• Consent is solicited to approve an amendment extending the 2015 Equity Incentive Plan by two years, to June 24, 2027, with no increase in authorized units for issuance.

• The plan aims to attract, retain, and motivate officers, employees, and managers by aligning their interests with those of unit holders.

• If not approved, the plan will expire on June 24, 2025, and equity awards will no longer be granted, potentially requiring increased cash compensation.

• The board unanimously recommends voting in favor, citing the plan’s importance for long-term success and value creation.

• The consent solicitation expires at 11:59 p.m. EDT on June 16, 2025, and may be extended if necessary.

Voting matters and shareholder proposals

• Only one proposal is up for consent: to extend the term of the Equity Incentive Plan to June 24, 2027.

• Approval requires a majority of outstanding beneficial unit certificates as of April 28, 2025.

• Abstentions and failures to vote count as votes against the proposal.

• No appraisal or dissenters’ rights are available for this action.

Board of directors and corporate governance

• The board of Greystone Manager, which acts as the effective board of directors, is majority independent per SEC and NYSE standards.

• Board members include W. Kimball Griffith, Robert K. Jacobsen, Steven C. Lilly, and Deborah A. Wilson as independent managers.

• The board is responsible for approving equity awards and compensation recovery policies.