Whitestone REIT (WSR) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 15, 2025, with shareholders voting on trustee elections, an amendment to the equity incentive plan, executive compensation, and auditor ratification.

• Shareholders of record as of February 18, 2025, are entitled to vote, with one vote per share; 50,894,356 shares are outstanding.

• The board recommends voting for all proposals, including the election of six trustees, the plan amendment, executive compensation, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing six trustees, amending the 2018 Long-Term Equity Incentive Ownership Plan, an advisory vote on executive compensation, and ratifying the independent auditor.

• Shareholders can submit proposals for the 2026 meeting between December 5, 2025, and January 4, 2026, following bylaw and SEC requirements.

• The board's recommendations are to vote for all proposals.

Board of directors and corporate governance

• The board consists of six trustees, five of whom are independent; all committees are composed solely of independent trustees.

• Recent board refreshment added two new trustees in 2024, with an average tenure of 2.2 years.

• The board has separate Chair and CEO roles, with the Chair being independent.

• Trustees are elected annually by plurality vote, with a resignation policy for uncontested elections.

• Share ownership guidelines require executives and trustees to hold significant equity stakes.