STAG Industrial (STAG) Proxy Filing summary

Executive summary

• Achieved $845.2M in 2025 revenue, up 10.1% from 2024, with net income of $279.3M, up 44.5% year-over-year.

• Maintained high occupancy rates: 96.4% total portfolio, 97.2% operating portfolio at year-end 2025.

• Cumulative total stockholder return (TSR) of 43.9% from 2021–2025, outperforming the MSCI US REIT Index.

• Deployed $457.6M in acquisitions and sold 11 buildings for $171.0M in 2025.

• Strong liquidity position with $749.7M at year-end 2025 and $1B borrowing capacity.

Voting matters and shareholder proposals

• Election of 11 directors for one-year terms.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 members, 9 of whom are independent under NYSE rules.

• Diverse board: 3 women, 2 Black/African American, 1 Asian director.

• Annual election of directors, majority voting standard, and director resignation policy.

• Independent Chairman and all key committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Regular board and committee self-evaluations, with outside counsel involvement.

• Stockholder ability to amend bylaws; no poison pill without stockholder approval.