Howard Hughes (HHH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 30, 2025, with preregistration and photo ID required for attendance.

• Key proposals include election of eleven directors, advisory vote on executive compensation, approval of a new equity incentive plan, and ratification of KPMG as auditor.

• The company is transitioning to a diversified holding company strategy, including plans to acquire and build an insurance operation.

Voting matters and shareholder proposals

• Shareholders will vote on the election of eleven director nominees for a one-year term.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay) is included.

• Approval of the 2025 Equity Incentive Plan and ratification of KPMG LLP as independent auditor for 2025 are on the agenda.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of eleven members, with a mix of independent and affiliated directors; two new nominees will replace outgoing members.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Technology, all with independent membership.

• Regular executive sessions of independent directors and annual board/committee evaluations are conducted.

• Stock ownership guidelines and majority voting with resignation policy are in place.

• Board diversity: 18% female, 27% ethnic minority among nominees.