EGP DEF 14A

Eastgroup Properties Inc (EGP)

DEF 14A 2024-04-12 For: 2023-12-31

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April 12, 2024 Dear Fellow Shareholders, On behalf of the entire Board of Directors, we would like to provide an update on how we are creating shareholder value and how we are progressing on key areas of stakeholder interest. We are proud of our people and our performance and believe that we are well positioned to continue our positive momentum through 2024 and future years. Another Year of Record Performance We continued our streak of outstanding performance in 2023, with another year of record financial performance and strong operational results. Our funds from operations attributable to common stockholders (“FFO”) increased over 11% – the thirteenth consecutive year of growth – and same property net operating income (“PNOI”) excluding lease termination fees increased over 6% in 2023 compared to 2022.(1) Occupancy rates were steady, and rental rates (both new and renewal) increased, marking the ninth consecutive year of double-digit straight-line rental rate increases. Our Growth Strategy Supports Long Term Shareholder Value Despite economic uncertainties, we believe we are positioned to continue to create value for our shareholders. We have confidence in our growth strategy of acquiring, developing, and operating multi-tenant business distribution parks for location-sensitive customers clustered around major transportation features in supply-constrained submarkets. In 2023, we acquired almost 1 million square feet of operating properties and nearly 330 acres of development land, and as of December 31, 2023, our development and value-add program consisted of 18 projects in 12 cities located in major Sunbelt markets. In 2023, we began construction of 11 projects totaling approximately 2.4 million square feet. We transferred 13 properties with approximately 2.3 million square feet, which were 100% leased as of December 31, 2023, into our operating portfolio. Our strong 2023 results support our commitment to deliver value to our shareholders. For 2023, we declared dividends of $5.04 per share. That marks 44 years of consecutive quarterly cash dividends, with increases in each of the last 12 years. At December 31, 2023, the five-year compounded annual total return (dividends plus change in our common stock price) to shareholders was almost 18%. We also strengthened our balance sheet and continue to be judicious with capital allocation and incremental risk. Commitment to Strong Governance and Shareholder Engagement In May 2023, we changed our Board leadership structure to have an independent Chairman of the Board. Read more about Board Leadership and Mr. Colleran’s strong background in operational and Board matters on page 25 and 17, respectively, of the proxy statement. Our leadership team actively engages with shareholders, and the Board has a demonstrated record of being responsive to shareholder feedback on such matters as Board refreshment and diversity, shareholder voting rights and supply chain responsibility. Advancing our Corporate Sustainability Initiatives Continuing to further our corporate sustainability initiatives remains an important focus for our Board and team. We continue to expand our development of properties to high sustainability standards, with the addition of electric vehicle charging stations at the majority of our new developments during 2023. We also regularly invest in energy-efficient improvements and resource conservation projects within our existing assets to complement our history of using sustainable design features in our development properties. In 2023, we completed our first GRESB Real Estate Assessment, which provided us with additional insight into our corporate sustainability management and performance as compared to industry peers, and are working to increase our data coverage for both owner- and tenant-controlled energy and water at our properties through expanded green lease language. In addition, we are assessing the climate resilience of our current portfolio and have begun conducting formal climate-related due diligence on potential future investments. Our record financial performance is not possible without our great people that continue to execute at a very high level and our unique family-oriented, employee-focused and entrepreneurial culture. We also focus on our relationships with our tenants, partners and local communities. We believe this people-first approach drives high engagement and satisfaction levels, evidenced by our low employee turnover and strong lease metrics. We hope you can join us at our 2024 Annual Meeting of Shareholders. You will find information about the meeting, including matters to be voted on, in this proxy statement. Thank you again for your support, and we look forward to continuing to engage with you on our performance and priorities.

		“On behalf of the entire Board of Directors, I would like to thank you for your continued support of EastGroup Properties. We are proud of our people and our performance, and we are excited for the future.” Marshall A. Loeb Chief Executive Officer, President and Director



		Funds from operations attributable to common stockholders (FFO)(1) increased approximately 11% Same property net operating income (PNOI)(1) increased >6% Acquired > 0.9 million square feet of operating properties and > 300 acres of development land Declared dividends of $5.04 per share, marking 176 consecutive quarters of cash dividends
Donald F. Colleran Chairman of the Board	Marshall A. Loeb Chief Executive Officer, President and Director
(1)FFO and Same PNOI (excluding income from lease terminations) are not computed in accordance with Generally Accepted Accounting Principles (“GAAP”). Reconciliations of FFO and Same PNOI (excluding income from lease terminations) and other required disclosure can be found on pages 23-24 of our Annual Report on Form 10-K for the year ended December 31, 2023, which we filed with the Securities and Exchange Commission on February 14, 2024.


2023 Performance Highlights		3
Proxy Voting Roadmap		8
Notice of 2024 Annual Meeting of Shareholders		13
Proxy Statement		14


	Proposal 1
Election of Directors		14

Director Nominee Biographical Information and Experience		15
Director Nominee Skills and Diversity Matrix		22
Board Composition and Refreshment		23

Board Evaluation		23
Nominating Procedures		23
Refreshment and Succession Planning		24

Corporate Governance		25
Leadership Structure		25
Committees of the Board		26
Board Oversight and Engagement		27
Other Governance Principles		31
Compensation of Directors		32


	Proposal 2
Ratification of Independent Registered Public Accounting Firm		34

Evaluation and Selection of Independent Auditors		35
Auditor Fees and Services		35
Policy for Pre-Approval of Audit and Permitted Non-Audit Services		36
Report of the Audit Committee		36


	Proposal 3
Non-Binding, Advisory Vote On Executive Compensation		37

Executive Officers		38
Compensation Discussion and Analysis		39
Executive Summary		39
Named Executive Officers		39
Compensation Objectives and Philosophy		41
Compensation Best Practices		41
How We Make Compensation Decisions		41
Roles and Responsibilities		42
202 3 Compensation Program Design and “Say-on-Pay” Advisory Vote		43
Use of Peer Group Data		44


Components of Our Compensation Program						46
At-Risk Compensation Mix						46
Base Salary						47
Annual Incentive Compensation						47
Long-Term Compensation						50
Other Benefits						53

Compensation Policies and Procedures						53
Compensation Committee Report						55
Compensation Tables						56
Summary Compensation Table						56
Grants of Plan-Based Awards in 2023						57
Outstanding Equity Awards at Year-End						58
Option Exercises and Stock Vested						60
Potential Payments Upon Termination or Change in Control						61
CEO Pay Ratio						64
Pay Versus Performance						64
Equity Compensation Plan Information						68


Stock Ownership Information						69
Security Ownership of Certain Beneficial Owners and Management						69
Security Ownership of Directors and Officers						69
Certain Transactions and Relationships						70

Other Matters						71
About the 202 4 Annual Meeting of Shareholders						71



			Frequently Requested Information
			Director Nominee Biographical Information and Experience			15
			Director Nominee Skills and Diversity Matrix			22
			Nominating Procedures			23
			Committees of the Board			26
			Board Oversight and Engagement			27
			Compensation of Directors			32
			Compensation Discussion and Analysis			39
			Components of Our Compensation Program			46
			Compensation Tables			56
			Stock Ownership Information			69
			About the 202 4 Annual Meeting of Shareholders			71


uMajor Sunbelt Growth Markets			uEmphasis in Local Economies Growing Faster than the U.S. Economy			uEconomic Cycle Diversification


u59.7 Million Square Feet Under Ownership(1) uMulti-tenant			uIn-fill Sites/Supply Constrained Submarkets uLast Mile E-commerce Locations			uShallow Bay Industrial uCompetitive Protection Through Location



CAPITALIZATION (As of 12.31.2023)						DIVIDEND GROWTH (As of Fourth Quarter 2023) uDeclared 176th Consecutive Quarterly Cash Dividend – $1.27 per Share uIncreased or Maintained Dividend for 31 Consecutive Years uDividend Has Increased 28 of the Past 31 Years – Increased in Each of the Last 12 Years


OPERATING RESULTS

Net Income Attributable to Common Stockholders (per diluted share)	Same PNOI Growth (excluding income from lease terminations)(1) (straight-line basis)	FFO per Diluted Share(1)	Leased Operating Portfolio



	Social Initiatives


		FLEXIBLE WORK ENVIRONMENT We offer: uremote work for up to two days per week for most employees and ugenerous paid time off, which includes vacation, sick and volunteer time in addition to 10 days of paid holiday.

EMPLOYEE TENURE AND TURNOVER uThe average tenure of our workforce was 9 years, and 12 years for our officers, as of March 31, 2024. Our voluntary turnover rate was only 8% and there was no involuntary turnover during 2023.

COMPENSATION, BENEFITS, HEALTH AND SAFETY uEastGroup offers a comprehensive employee benefits program and what we believe are socially-responsible policies and practices in order to support the overall well-being of our employees and to create a safe, professional and inclusive work environment. uDuring 2023, we implemented a company-wide Change in Control Severance Pay Plan for eligible employees, in the event of a qualifying change in control transaction. We also began offering new tools and incentives towards employee wellness in 2023 through our new healthcare provider. uEastGroup regularly conducts employee and tenant engagement surveys, the most recent of which were issued via a third party in 2023. Our overall response rates of 95% for employees and 33% for tenants were improvements from the previous response rates of 84% and 29%, respectively. The feedback received was very favorable overall, with 99% of employee respondents and 92% of tenant respondents rating their overall satisfaction as “Good” or “Excellent”, but also provided helpful direction on areas of interest and where we can continue to make improvements.		WORKFORCE STATISTICS as of March 31, 2024 With only 99 employees, each team member plays a vital role in the success of the Company. CURRENT EMPLOYEE BASE CURRENT OFFICER GROUP

TRAINING AND DEVELOPMENT uOur employees are provided with training, education and peer mentoring programs to further develop their professional skill sets, enhancing the level of customer service provided to our customers and the quality of information disclosed to our stakeholders. As of December 31, 2023, 71% of our employees at the manager level and above were promoted from within the Company. uSince 2020, EastGroup has utilized a formal certificate-based learning program for all employees, requiring annual completion of trainings related to diversity, equity and inclusion, anti-discrimination, anti-harassment, cybersecurity, and other relevant topics. uIn 2022 and 2023, EastGroup implemented supplemental trainings to further educate our workforce on ways to improve empathy and approach difficult situations in the workplace. This included training on topics such as unconscious bias, microaggressions and workplace violence and bullying.		14% of our current employee base self-identified as members of a racial or ethnic minority group. Two of the seven nominees to our Board of Directors (29%) and 64% of 2023 new hires identify as women.



Proposal 1 Election of Directors


	The Board recommends a vote FOR each director nominee.	See Page 14-33 for more details.


AC	Audit Committee	Chairperson
CC	Compensation Committee	Member
NCGC	Nominating and Corporate Governance Committee
IC	Investment Committee


Director Nominee Snapshot(1)		Director Nominee Skills and Experience(2) ACCOUNTING AND FINANCE CAPITAL MARKETS E-COMMERCE AND LOGISTICS CORPORATE SUSTAINABILITY MATTERS PUBLIC COMPANY BOARD EXPERIENCE REAL ESTATE OPERATIONS AND INVESTMENT REGULATORY, LEGAL OR RISK MANAGEMENT SENIOR LEADERSHIP AND STRATEGIC INITIATIVES

GENDER IDENTITY

2020	2024




RACIAL IDENTITY

2020	2024




AGE

2020	2024



TENURE

2020	2024



Independent Oversight			uSix of the seven Board nominees are independent u100% independent Audit, Compensation and Nominating and Corporate Governance Committees uSeparation of Chairman and CEO positions uAudit Committee meets with independent and internal auditors at least quarterly uFull Board oversight of strategy, risk management and corporate sustainability matters


Board Refreshment			uAnnual director elections by shareholders (non-staggered board) uTwo of the seven Board nominees are women, and one nominee identifies as a racial or ethnic minority uChairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee rotated in 2020; Chairperson of the Nominating and Corporate Governance Committee rotated again in 2022


Sound Compensation Practices			uAll stock-based incentive plans have been approved by shareholders uRobust stock ownership guidelines for directors and executive officers uEliminated director meeting fees in 2020 by adopting a retainer compensation program for directors uShares granted to employees and directors have been less than 1% of the shares outstanding over the last three years uCompensation is strongly tied to performance, and we do not have employment agreements, automatic salary increases or guaranteed bonuses uThe Board has adopted a clawback policy that applies to both cash and equity incentive compensation uNo hedging or pledging of Company securities by directors or executive officers uNo excessive perquisites uNo supplemental executive retirement plans uNo tax gross-ups and no single-trigger provisions


Other Best Practices			uGeneral and administrative expense as a percentage of revenue was less than 5% for the years ended December 31, 2023 and 2022 uInterested parties may communicate directly with the Board through a link on the Company’s website uNo collective bargaining agreements



Proposal 2 Ratification of Independent Registered Public Accounting Firm


	The Board recommends a vote FOR proposal 2.	See Page 34-36 for more details.



Proposal 3 Non-Binding, Advisory Vote on Executive Compensation


	The Board recommends a vote FOR proposal 3.	See Page 37-68 for more details.


1.			Elect the seven director nominees named in this proxy statement for a one-year term to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified;
2.			Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;
3.			Approve, by a non-binding, advisory vote, the compensation of our Named Executive Officers as described in this proxy statement; and
4.			Transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.



Important Notice Regarding the Availability of Proxy Materials for the Meeting to be Held on May 23, 2024. This proxy statement and our 2023 Annual Report to Shareholders are available at www.proxyvote.com



Proposal 1

Election of Directors


In accordance with our Amended and Restated Bylaws (the “Bylaws”), the Board of Directors (which we also refer to as the “Board”) has by resolution fixed the number of directors to be elected at the Meeting at seven. Each person so elected shall serve until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. The nominees for director are: D. Pike Aloian, H. Eric Bolton, Jr., Donald F. Colleran, David M. Fields, Marshall A. Loeb, Mary E. McCormick and Katherine M. Sandstrom. All nominees are currently serving as directors of the Company and were elected at the 2023 Annual Meeting of Shareholders. Unless instructed otherwise, proxies will be voted “FOR” the nominees listed above. Although the directors do not contemplate that any of the nominees will be unable to serve prior to the Meeting, if such a situation arises, your proxy will be voted in accordance with the best judgment of the person or persons voting the proxy. Information regarding the director nominees can be found under “Director Nominee Biographical Information and Experience.” Nominees receiving more “For” votes than votes cast “Against” will be elected. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.



			The Board unanimously recommends that shareholders vote “FOR” the election of each of Mmes. McCormick and Sandstrom and Messrs. Aloian, Bolton, Colleran, Fields and Loeb to serve on the Board until the 2025 Annual Meeting of Shareholders and until a successor for each is duly elected and qualified.


TOTAL NUMBER OF DIRECTOR NOMINEES: 7(1)
GENDER IDENTITY	Female	Male
Director nominees	2	5
RACIAL IDENTITY
African American or Black	—	1
White	2	4



OUR COMMITMENT TO BOARD DIVERSITY Our Board believes that it is in the Company’s and shareholders’ best interest that the Board be comprised of directors with diversity of thought, opinion, skill sets, background, gender and ethnicity. In April 2023, the Board amended our Corporate Governance Guidelines to reflect that, in evaluating candidates, the Board will consider diversity (including diversity of gender, race, ethnicity, age, sexual orientation and gender identity) as it deems appropriate given the current needs of the Board and the Company. Additionally, in identifying potential independent director candidates, the Nominating and Corporate Governance Committee will include in its initial list for consideration for any vacancy on the Board one or more qualified candidates who reflect diverse backgrounds, including diversity of gender and race or ethnicity. Two of our directors are women, and one of our directors identifies as a racial minority. In 2021, the Nominating and Corporate Governance Committee engaged Korn Ferry, a third-party search firm, to assist the committee in the identification and recruitment of an experienced, ethnically diverse candidate for our Board. Korn Ferry recommended Mr. Fields, along with various potential other candidates, and in February 2022, Mr. Fields was appointed to our Board.



CHIEF EXECUTIVE OFFICER Marshall A. Loeb uThe Chief Executive Officer is responsible for setting the strategic direction of the Company. uHe is also responsible for the day to day leadership and management of the Company.						INDEPENDENT CHAIRMAN OF THE BOARD Donald F. Colleran uThe Chairman of the Board leads the Board in providing Company oversight and direction. uHe actively manages the Board by presiding over meetings of the Board.



BOARD COMMITTEES AND DIRECTORS uOur independent directors are also actively involved in overseeing the Company’s business, both at the Board and committee level. uUnder the NYSE listing standards, six of our seven directors are considered independent. uOur Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are comprised entirely of independent directors and perform oversight functions independent of management. uDirectors may suggest topics for inclusion on an agenda for a Board meeting and raise topics during a meeting that are not on the agenda. uOur Board and each committee have complete and open access to any member of management and the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. uOur Board may hold executive sessions with only independent directors present. Such sessions are led by our independent Chairman and promote discussion among the independent directors and assure independent oversight of management.



Audit Committee


MEMBERS Mary E. McCormick (Chairperson) D. Pike Aloian Katherine M. Sandstrom Meetings in 2023: 6			PRINCIPAL RESPONSIBILITIES uOversee the financial reporting of the Company, including the audit by the Company’s independent registered public accounting firm and the internal audit department. uReview and provide oversight of the Company’s cybersecurity and other information technology risks. uMonitor financial risks relevant to the Company, potential related party arrangements and a variety of other accounting and financial matters. Mmes. McCormick and Sandstrom and Mr. Aloian have each been designated as an “Audit Committee financial expert” in accordance with the SEC rules and regulations, and the Board has determined that they have accounting and related financial management expertise within the meaning of the listing standards of the NYSE. See “Report of the Audit Committee” on page 36 of this proxy statement.



Compensation Committee


MEMBERS H. Eric Bolton, Jr. (Chairperson) Donald F. Colleran David M. Fields Meetings in 2023: 6			PRINCIPAL RESPONSIBILITIES uReview and recommend to the Board an appropriate executive compensation policy. uApprove compensation of the Company’s executive officers. uReview and recommend to the Board appropriate compensation for the Company’s directors. uReview and make recommendations with respect to executive and employee benefit plans and programs.



Nominating and Corporate Governance Committee


MEMBERS Katherine M. Sandstrom (Chairperson) Donald F. Colleran David M. Fields Mary E. McCormick Meetings in 2023: 3			PRINCIPAL RESPONSIBILITIES uAssess Board membership needs and identify, screen, recruit and present director candidates to the Board. uImplement policies regarding corporate governance matters. uEvaluate and make recommendations regarding committee memberships and chairpersonships. uSponsor and oversee performance evaluations for the Board as a whole and the directors. uReview and provide oversight of the Company’s corporate sustainability strategy, practices and policies.



Investment Committee


MEMBERS Marshall A. Loeb (Chairperson) D. Pike Aloian H. Eric Bolton, Jr. Meetings in 2023: 3			PRINCIPAL RESPONSIBILITIES uReview and approve any real estate investment or disposition that has a transaction value greater than $55.0 million and less than $125.0 million. Real estate investments or dispositions that either have a transaction value equal to or greater than $125.0 million or are in geographic markets where the Company does not already have a presence are reviewed and approved by the full Board of Directors.



STRATEGIC OVERSIGHT	RISK OVERSIGHT	SUCCESSION PLANNING

uReview management’s business strategies to evaluate their efficacy uSeek to ensure that the Company’s compensation strategy for key executives i.is effective in attracting and retaining key executives; ii.links pay to performance based on goals that are aligned with the long-term interests of the Company’s shareholders; and iii.is administered fairly and in the shareholders’ interests	uReview, and where appropriate, approve and evaluate financial and internal controls uSeek to ensure that the Company’s business is conducted in conformity with applicable laws and regulations uReview with management and monitor the material risks related to the Company’s business	uSelect the Chief Executive Officer and other senior officers uDevelop and periodically review a management succession plan



Outside Advisors Advisors may be engaged either on a regular basis to inform the Board or management of ongoing risks facing our business, or occasionally to advise on specific topics. Such advisors include auditors, attorneys, financial firms, compensation consultants, corporate sustainability consultants, cybersecurity experts and other consultants.




The Board meets at least quarterly to review the results of the Company’s operations, financial reports, market-specific business reports, strategic transactions, corporate sustainability program updates and capital funding.			The Board and senior management conduct an annual strategic planning meeting to discuss longer-term strategy and goals for the Company, enterprise risk management, corporate sustainability topics, potential new business opportunities and/or shifts in the market/business landscape.


Board Oversight	Full Board	Nominating and Corporate Governance Committee

	Ongoing oversight of the Company’s corporate sustainability program throughout the year	Direct oversight of the Company’s corporate sustainability program


	uReceive periodic updates from, and provides high-level guidance to, our management on ESG-related topics. uIn 2023, our management and the Board met four times, and the Nominating and Corporate Governance Committee met two times to formally discuss corporate sustainability topics.


Senior Management Oversight	uOur CEO's responsibilities include oversight of all business and strategy practices and policies within the Company, and regular updates are provided to the CEO on the Company's ESG-related activities. uThe CEO is active in discussions and decision-making around material corporate sustainability initiatives and participates in the annual Enterprise Risk Management process, along with the other members of upper management and the Board, in order to identify relevant climate-related risks and related responses.


Corporate Sustainability Committee	uOur Director of Corporate Sustainability leads the Company's internal Corporate Sustainability Committee and is responsible for researching, recommending and guiding corporate sustainability initiatives and policies within the organization. uThe Corporate Sustainability Committee is a cross-functional group consisting of members from multiple facets of operations and geographic locations, including our Chief Financial Officer and Chief Administrative Officer. Other functions represented within the Committee include property management, construction management, asset management, property accounting, internal audit, legal, human resources and information technology. uA formal strategy meeting is held annually with the full Corporate Sustainability Committee as well as external consultants to plan and prioritize both short- and long-term corporate sustainability initiatives, including assessing and managing climate-related risks and opportunities.


Recent Corporate Sustainability Program Enhancements	uCompleted our first GRESB Real Estate Assessment, which provided the Company with additional insight into its corporate sustainability management and performance as compared to industry peers. (2023) uFormalized our approach toward corporate sustainability management and risk assessment by creating an environmental management system and implementing an ESG due diligence scorecard for potential building acquisitions, which includes an assessment of each building’s environmental and resilience characteristics, as well as a physical climate risk assessment. (2023) uEngaged a sustainability consulting firm to assist in onboarding an environmental data management platform, to provide ongoing data management and reporting and to provide recommendations for our corporate sustainability program as a whole. (2022) uHired full-time Director of Corporate Sustainability and expanded Corporate Sustainability Committee to include employee representation from various operational groups and geographic locations. (2021)



SHAREHOLDER ENGAGEMENT TOPIC			ACTIONS TAKEN

Gender Diversity			Added a new female director in 2020
Racial/Ethnic Diversity			Added a new racially diverse director in 2022
Age and Tenure of Director Nominees			Average age lowered by six years since 2020(1) Average years of tenure decreased by 11 years since 2020(1)
Human Rights Statement and Vendor Code of Conduct			We adopted a Human Rights Statement and Vendor Code of Conduct in 2021.
Bylaw Amendments			In 2021, we proposed, and shareholders approved, the amendment and restatement of our charter and bylaws to allow our bylaws to be amended by a majority of shareholder votes.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
D. Pike Aloian	76,000	110,095	186,095
H. Eric Bolton, Jr.	88,917	110,095	199,012
Donald F. Colleran	117,250	110,095	227,345
Hayden C. Eaves III(2)	28,125	—	28,125
David M. Fields	73,500	110,095	183,595
David H. Hoster II(3)	48,333	—	48,333
Mary E. McCormick	86,000	110,095	196,095
Katherine M. Sandstrom	82,000	110,095	192,095



Director Stock Ownership Guidelines Directors are required to own Company stock with a market value (number of shares multiplied by the current price of common stock) of at least five times the annual cash retainer for directors.



Proposal 2

Ratification of Independent Registered Public Accounting Firm


The Audit Committee is responsible for the appointment of the independent registered public accounting firm engaged by the Company. During 2020, the Audit Committee conducted an audit proposal process with multiple firms and selected KPMG LLP (“KPMG”) to continue serving as the Company’s independent registered public accounting firm. The Audit Committee has appointed KPMG as independent auditors for the fiscal year ending December 31, 2024. The Board is asking shareholders to approve this appointment. KPMG was first appointed as our independent registered public accounting firm effective in 1970 to audit the consolidated financial statements of the Company for the fiscal year ended December 31, 1970. KPMG audited the Company’s financial statements and internal controls over financial reporting for the fiscal year ended December 31, 2023. A representative of KPMG will be present at the Meeting and will have an opportunity to make a statement and answer appropriate questions. The following section of this Proxy Statement contains additional information regarding the independent auditors, including a description of the Audit Committee’s Policy for Pre-Approval of Audit and Permitted Non-Audit Services and a summary of Auditor Fees and Services. The Board recommends that you vote “FOR” the appointment of KPMG, an independent registered public accounting firm, to serve as the Company’s independent auditors for the 2024 fiscal year. Shareholder ratification of the appointment of KPMG as the Company’s independent registered public accounting firm is not required by the Company’s Bylaws or otherwise. However, the Board is submitting the appointment of KPMG to the shareholders for ratification as a matter of good corporate practice. If the shareholders fail to ratify the appointment, the Audit Committee may reconsider whether or not to retain KPMG in the future. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company. This proposal will be approved if the votes cast “For” the proposal exceed the votes cast “Against” the proposal. Neither abstentions nor broker non-votes will have any legal effect on whether this proposal is approved.



			The Board unanimously recommends that the shareholders vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.