NexPoint Residential Trust (NXRT) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2025, with stockholders able to vote electronically or by proxy on key proposals.

• Proposals include electing seven directors, an advisory vote on executive compensation, approval of a new long-term incentive plan, and ratification of the external auditor.

• The company is externally managed, with most executive functions performed by an affiliated adviser; only two employees are directly employed.

• The 2025 Long Term Incentive Plan (LTIP) is proposed to replace the 2016 plan, authorizing up to 976,000 shares for equity awards.

• KPMG LLP is recommended for ratification as the independent auditor for 2025.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of seven directors, (2) advisory approval of executive compensation, (3) approval of the 2025 LTIP, (4) ratification of KPMG LLP as auditor, and (5) other business.

• The 2025 LTIP includes governance best practices such as minimum vesting, no repricing without shareholder approval, and clawback provisions.

• Shareholder proposals for the 2026 meeting must be submitted by December 5, 2025.

Board of directors and corporate governance

• The board consists of seven members, five of whom are independent under NYSE rules.

• All director nominees are current directors with diverse backgrounds in real estate, finance, economics, and governance.

• The board has audit, compensation, and nominating/governance committees, each composed entirely of independent directors.

• A majority voting policy is in place for director elections, requiring resignation if a nominee receives more withhold than for votes.

• The board reviews governance policies regularly and has adopted a code of business conduct and ethics.