UMH Properties (UMH) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 28, 2025, to vote on four key proposals: election of four Class I directors, ratification of the independent auditor, advisory approval of executive compensation, and amendment to the 2023 Equity Incentive Award Plan.

• 2024 saw strong financial performance: 9% increase in rental income, 10% growth in community NOI, 27% rise in Normalized FFO, and 8% increase in Normalized FFO per share.

• Strategic growth included expanding the rental home portfolio, constructing new sites, and investing $42 million in community improvements.

• Capital markets activity included expanding the credit facility, increasing dividends, and raising over $220 million through stock sales.

Voting matters and shareholder proposals

• Shareholders will vote on: election of four Class I directors, ratification of PKF O'Connor Davies, LLP as auditor, advisory say-on-pay for executive compensation, and an amendment to the 2023 Equity Incentive Award Plan.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2026 meeting must be submitted between December 5, 2025, and January 4, 2026.

Board of directors and corporate governance

• Board consists of 12 directors, with a mix of independent and management members; three women and two racial minorities.

• Eight of 12 directors are independent; all key committees are composed of independent directors.

• Board committees include Audit, Compensation, Nominating and Corporate Responsibility (with Sustainability Subcommittee), Cybersecurity, and Retirement Plan Committees.

• Annual board and committee self-assessments, robust CEO and director stock ownership requirements, and a formal Code of Business Conduct and Ethics.

• No poison pill in place; substantial insider ownership aligns management with shareholders.