Highwoods Properties (HIW) Proxy Filing summary

Executive summary

• The 2025 annual meeting will be held virtually on May 13, 2025, with voting on key proposals including director elections, auditor ratification, executive compensation, and a new long-term equity incentive plan.

• Shareholders can vote online, by phone, or by mail, and are encouraged to participate even if attending virtually.

Voting matters and shareholder proposals

• Seven directors are nominated for one-year terms; the board size will be reduced from nine to seven.

• Proposals include ratification of Deloitte & Touche LLP as independent auditor, an advisory vote on executive compensation, and approval of the 2025 long-term equity incentive plan.

• Shareholders can submit proposals for the 2026 annual meeting by November 28, 2025.

Board of directors and corporate governance

• 86% of director nominees are independent, with 67% female or persons of color; average tenure is less than 8 years.

• Board committees include audit, compensation and governance, investment, and executive committees, each with defined oversight roles.

• The board separates the roles of chair and CEO and conducts annual self-evaluations.

• Shareholders can amend bylaws and communicate directly with independent directors.