Stratus Properties (STRS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 1, 2026, with five key proposals including director elections, executive compensation, auditor ratification, a plan of liquidation, and potential adjournment.

• The board unanimously recommends approval of all proposals, especially the plan of complete liquidation and dissolution, citing it as the best way to maximize shareholder value.

• Estimated liquidating distributions to shareholders are projected between $29.73 and $37.69 per share, based on asset sales over 24–36 months.

• Eastdil Secured provided a fairness opinion supporting the reasonableness of the estimated liquidation range.

Voting matters and shareholder proposals

• Proposals include electing three Class I directors, advisory approval of executive compensation, ratification of CohnReznick LLP as auditor, approval of the liquidation plan, and adjournment authority.

• Each proposal is recommended for approval by the board.

• Approval of the liquidation plan requires a majority of outstanding shares.

Board of directors and corporate governance

• The board consists of seven members, six of whom are independent; committees are fully independent.

• Board leadership includes a lead independent director and regular refreshment, with three new independent directors since 2020.

• Board diversity is emphasized, with 43% diverse members and a mix of tenures and ages.

• Annual board and committee evaluations are conducted, and stockholder engagement is ongoing.