Healthpeak Properties (DOC) Proxy Filing summary

Executive summary

• Achieved strong operational and financial results in 2025, including $1.81 Nareit FFO per share, 4% same-store NOI growth, and a $1.22 annualized dividend, with a move to monthly payments.

• Completed integration of Physicians Realty Trust merger and internalized property management, creating a $25 billion portfolio with 50 million sq. ft. of Outpatient Medical and Lab properties.

• Announced the formation and planned IPO of Janus Living, a senior housing REIT, with Healthpeak retaining a majority interest post-IPO.

• Board executed succession planning, appointing new CFO and General Counsel, and continued board refreshment with two directors retiring.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, approval of 2025 executive compensation (say-on-pay), and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Majority voting standard applies for director elections, with a director resignation policy for nominees not receiving majority support.

• Proxy access allows groups of up to 25 shareholders owning at least 3% for three years to nominate up to 20% of the board.

Board of directors and corporate governance

• Board consists of nine nominees, with a mix of tenures and diverse skills; all but two are independent.

• Board leadership structure features an independent Chair; regular board and committee self-evaluations and refreshment, including a 15-year term limit policy.

• Board committees (Audit, Compensation, Governance, Investment) are 100% independent, with annual rotation and high attendance.

• Robust governance policies include codes of conduct, whistleblower hotline, anti-hedging/pledging, clawback, and stock ownership requirements.