NexPoint Diversified Real Estate Trust (NXDT) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 2, 2026, to be held virtually, with voting access for all shareholders of record as of March 27, 2026.

• Seven trustees are nominated for election, all currently serving, with a focus on diverse expertise and independence.

• Key proposals include executive compensation, a new long-term incentive plan, preferred share conversions, auditor ratification, and a shareholder liquidation proposal.

• Shareholders can vote online, by phone, mail, or during the virtual meeting using a control number.

Voting matters and shareholder proposals

• Proposals: election of seven trustees, advisory vote on executive compensation, approval of the 2026 Long Term Incentive Plan, approval of common share issuance for Series B Preferred conversions/redemptions, ratification of KPMG as auditor, and a shareholder proposal for liquidation.

• Board recommends voting for all management proposals and against the shareholder liquidation proposal.

• Voting requirements: plurality for trustees, majority for other proposals; broker discretionary voting allowed only for auditor ratification.

• Shareholder proposal urges liquidation due to persistent discount to NAV and underperformance; Board opposes, citing unfavorable market conditions and ongoing value-enhancing strategies.

Board of directors and corporate governance

• Board consists of seven members, six non-management, five independent per NYSE rules.

• Board committees: audit, compensation, nominating/corporate governance, each with defined charters and independent membership.

• Lead independent trustee role established; regular executive sessions held.

• Corporate governance guidelines, code of business conduct and ethics, and insider trading policy in place.

• Board reviews governance practices and committee structures annually.