Stratus Properties (STRS) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 1, 2026, with a record date of April 13, 2026.

• Key proposals include electing three Class I directors, an advisory vote on executive compensation, ratification of the external auditor, approval of a complete liquidation and dissolution plan, and potential adjournment.

• The board unanimously recommends approval of all proposals, especially the Plan of Liquidation, which aims to maximize shareholder value through asset sales and distribution of net proceeds.

• Estimated liquidating distributions are projected between $29.73 and $37.69 per share, subject to market and operational uncertainties.

Voting matters and shareholder proposals

• Proposals include director elections, say-on-pay, auditor ratification, approval of the Plan of Liquidation, and adjournment authority.

• Approval of the Plan of Liquidation requires a majority of outstanding shares.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

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

• Board refreshment and diversity initiatives have added three independent directors since 2020.

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

• Stockholder rights include one share, one vote, and the board has redeemed a prior rights agreement.