Veris Residential (VRE) Proxy filing summary

Executive summary

• A special meeting is scheduled for May 21, 2026, to vote on a proposed merger where shareholders will receive $19.00 per share in cash, resulting in the company becoming a wholly owned subsidiary of AC Residential Acquisition LP.

• The board unanimously recommends approval of the merger, citing a comprehensive strategic review, competitive sale process, and fairness opinions from J.P. Morgan and Morgan Stanley.

• The merger is expected to close in Q2 2026, subject to shareholder approval and other customary conditions.

• If approved, the company’s shares will be delisted from the NYSE and deregistered under the Exchange Act.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) adjournment of the meeting if necessary.

• Approval of the merger requires a majority of all votes entitled to be cast; abstentions and failures to vote count as votes against.

• A support agreement binds a 5.6% shareholder to vote in favor of the merger.

Board of directors and corporate governance

• The board established a Strategic Review Committee in 2020 to evaluate options for maximizing shareholder value.

• The board and committee conducted a thorough review of strategic alternatives, including outreach to 21 potential buyers.

• The board unanimously recommends voting for all proposals.