Howard Hughes (HHH) Proxy filing summary

Executive summary

• The annual meeting is scheduled for September 30, 2026, with preregistration and photo ID required for attendance; only shareholders of record as of August 17, 2026, may vote.

• Key proposals include election of eleven directors, advisory vote on executive compensation, and ratification of KPMG LLP as auditor for 2026.

• The company is transitioning into a diversified holding company, highlighted by the acquisition of Vantage Group Holdings and a $900 million investment from Pershing Square.

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.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026.

• Shareholder proposals for the 2027 annual meeting must be submitted by April 5, 2027.

Board of directors and corporate governance

• The board consists of eleven members, with a mix of independent and affiliated directors; diversity includes 18% female and 36% ethnic minority representation.

• Five standing committees: Audit, Compensation, Nominating and Corporate Governance, Technology, and Insurance.

• Annual board and committee evaluations, including periodic third-party reviews, are conducted.

• Stock ownership guidelines require non-management directors to hold shares equal to five times the annual retainer.

• Pershing Square has director nomination rights based on ownership thresholds.