Star Holdings (STHO) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, and will be held virtually; shareholders of record as of March 27, 2026, are eligible to vote.

• The main items of business are the election of three trustees and ratification of Deloitte & Touche LLP as the independent auditor for 2026.

• The company is externally managed, focuses on maximizing shareholder value through asset management and sales, and is classified as an emerging growth company under the JOBS Act.

Voting matters and shareholder proposals

• Proposal 1: Election of three trustees (Nina Matis, Clifford De Souza, Richard Lieb), all currently serving and deemed independent.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent auditor for 2026; shareholder ratification is advisory but considered good governance.

• Shareholders may submit proposals for the 2027 meeting by December 8, 2026, and can nominate trustee candidates per bylaw procedures.

Board of directors and corporate governance

• The board consists entirely of independent trustees, with Nina Matis serving as lead trustee.

• Board committees (Audit, Compensation, Nominating and Corporate Governance) are composed solely of independent trustees.

• Annual board and committee self-assessments are conducted, and board refreshment emphasizes diversity and relevant experience.

• The company has adopted corporate governance guidelines and a Code of Ethics and Conduct.