AH REALTY TRUST INC (AHRT)
NYSE: AHRT · Real-Time Price · USD
6.39
-0.11 (-1.69%)
Sep 9, 2026, 12:41 PM EDT - Market open
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AGM 2026

Jun 17, 2026

Shawn Tibbetts
Chairman of the Board, President, and CEO, AH Realty Trust

Good morning. I'm Shawn Tibbetts, Chairman of the Board of Directors, President, and Chief Executive Officer of AH Realty Trust, Inc. Welcome to the 2026 annual meeting of the stockholders of the company. The board of directors has designated me to serve as chairman of this meeting. At this time, let me introduce Matthew Barnes-Smith, the company's Chief Financial Officer and Treasurer, and Summer Chu, the company's Corporate Secretary. Ms. Chu will keep the minutes of this meeting. Mr. Barnes-Smith has been appointed to serve as Inspector of Elections of this meeting. He has been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability. Scott Kelsey, a partner at the firm of KPMG LLP, the company's independent registered public accounting firm, is also on the line today.

Additionally, I'm joined by several of the company's other directors here today. This includes George Allen, Independent Director of the Board, Jennifer Boykin, Independent Director of the Board, James Carroll, Independent Director on the board, currently serving as Lead Independent Director, James Cherry, Independent Director on the board, Dennis Gartman, Independent Director on the board, F. Blair Wimbush, Independent Director on the board, Louis Haddad, Director on the board and former President and Chief Executive Officer of the company, Daniel Hoffler, founder of the company and Director on the board. Additionally, I'm joined by Theodore Bigman and Lori Wittman, two new candidates whom the board has nominated for election at this year's annual meeting. Mr. Bigman and Ms. Wittman are experienced executives with deep real estate, capital markets, and capital allocation expertise.

Mr. Bigman is the former head of Global Listed Real Assets Investing at Morgan Stanley Investment Management, bringing more than 35 years of investment leadership experience across global financial services and real estate businesses, with deep expertise in REITs and listed real assets. Ms. Wittman serves as Executive Vice President and Chief Financial Officer of Aventine Property Group, and has spent more than three decades in financial leadership roles at public and private real estate companies. Mr. Bigman and Ms. Wittman's nominations are part of the ongoing process to ensure that the composition of the board reflects AH Realty Trust's evolving strategic direction. Over the last year, your board and management team conducted a rigorous review of the company's business, strategy, and capital allocation plan.

Through this process, we aligned on a clear path to reposition and transform the company, creating a stronger, more resilient AH Realty Trust that will be positioned to generate enhanced long-term shareholder value. We recognize that as our business evolves, so must the board. Mr. Bigman's and Ms. Wittman's backgrounds and expertise align with our new direction, and they both bring proven track records supporting disciplined growth and shareholder value creation. As we advance our transformation, we will continue to evaluate our board composition to ensure it reflects the new AH Realty Trust. As part of our ongoing board refreshment process, Mr. Allen and Mr. Gartman are not standing for re-election at today's annual meeting. Both have decided that now is the right time to retire from the board.

On behalf of the entire board and company, I want to extend our sincere gratitude to Mr. Allen and Mr. Gartman for their service to the company. We are confident that our board has the experience and expertise to provide effective oversight, hold management accountable, and guide the successful execution of AH Realty's long-term strategy, positioning the company to deliver sustainable growth and value creation for shareholders. I have proof by affidavit that notice of this meeting was given and that the proxy materials commenced mailing on April 30th, 2026, to all stockholders of record at the close of business on April 24th, 2026. The following materials are available at www.proxyvote.com and the company's website. A copy of the notice for this meeting, the proxy statement, and the company's 2025 annual report. Ms. Chu will preserve these materials with the corporate records of the company.

If you would like to submit a question, please submit your question by typing it in the lower left corner of the meeting center screen. Each attendee is limited to a total of one question, which may be on any single topic, and each of which must be no more than 500 words in length. We will address any questions about the proposals before the polls close. Following the formal business portion of our meeting, we may address any other questions submitted today or prior to the meeting for up to 10 minutes during the question and answer session. It is now my pleasure to call this meeting to order. We appreciate your support, and thank you for your attendance today. The meeting has been called pursuant to due notice, dated April 30th, 2026, and delivered to stockholders of record as of April 24th, 2026.

Proxies were solicited on behalf of the board of directors of the company for this meeting. The total number of outstanding shares of common stock entitled to vote at this meeting is 75,973,679. Under applicable law and the bylaws of the company, for there to be a quorum for consideration of any matter at this meeting, there must be present, virtually or by proxy, the holders of a majority of the outstanding shares of common stock of the company as of the record date. We will pause for a final tabulation of the number of shares present at this meeting Mr. Barnes-Smith, is a quorum present?

Matthew Barnes-Smith
CFO and Treasurer, AH Realty Trust

Mr. Chairman, I have examined the proxies submitted and hereby wish to report that 62,927,190 shares of the common stock of the company are represented virtually or by proxy at this meeting. That represents 82.8% of the 75,973,679 shares of common stock outstanding and eligible to vote as of April the 24th, 2026. For the purpose of this meeting, that represents a quorum.

Shawn Tibbetts
Chairman of the Board, President, and CEO, AH Realty Trust

A quorum is present or represented by proxy, we will move ahead with the business at hand. Any stockholders in attendance today who have previously signed and submitted proxies for this meeting do not need to vote today. Your shares will be voted in accordance with the instructions on your proxy card. Stockholders who have not signed and returned proxies for this meeting and wish to vote personally should cast their votes at this time through the meeting platform by clicking Vote Here in the lower right corner of the meeting center screen and following the instructions there. If a stockholder that has previously voted also votes today, the previous vote will be deemed revoked, and today's vote will be counted in the final vote count. Stockholders may submit ballots until a final call for ballots is made.

The preliminary voting results on each proposal will be reported at the end of this meeting and after all the votes have been tallied. We have three items of business to address at this meeting. Our first item of business is the election of nine directors to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and qualified. The following persons have been nominated by the board of directors: Theodore R. Bigman, Jennifer R. Boykin, James A. Carroll, James C. Cherry, Louis S. Haddad, Daniel A. Hoffler, Shawn J. Tibbetts, F. Blair Wimbush, and Lori B. Wittman. The next item on the agenda is to ratify the appointment of KPMG LLP as the independent registered public accounting firm for AH Realty Trust for the year ending December 31st, 2026.

The third and final item on the agenda is the advisory vote on executive compensation, which is sometimes referred to as the say on pay vote. Under this proposal, our stockholders vote on an advisory basis to approve the compensation of the company's named executive officers as disclosed in the proxy statement. We will now open the polls and allow for stockholders who have not voted or who wish to change their prior vote to complete their voting now. This is the final call for votes, the polls will close shortly. I declare the polls to be closed. Mr. Barnes-Smith will now discuss the preliminary results of the vote.

Matthew Barnes-Smith
CFO and Treasurer, AH Realty Trust

The results of the election are these. Each nominee, Theodore R. Bigman, Jennifer R. Boykin, James A. Carroll, James C. Cherry, Louis S. Haddad, Daniel A. Hoffler, Shawn J. Tibbetts, F. Blair Wimbush, and Lori B. Wittman, has been elected as a director to serve until the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Each received more than 40 million votes of support. The ratification of the appointment of KPMG as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified by more than 57 million votes. The advisory vote on the compensation of the company's named executive officers has been approved by more than 41 million votes.

Shawn Tibbetts
Chairman of the Board, President, and CEO, AH Realty Trust

Thank you, Mr. Barnes-Smith. We will be reporting the final vote results in a current report on Form 8-K within four business days of today's meeting. That concludes the formal business portion of the meeting. The annual meeting of stockholders is hereby adjourned. I now open the meeting for questions. If any stockholder in attendance has a question which he or she would like to direct to any of the officers or directors of the company who are on the line, we would be happy to try to answer it. Scott Kelsey of KPMG LLP, the company's independent registered public accounting firm, is available to respond to appropriate questions from stockholders. I would like to remind you that the following discussion may contain forward-looking statements, and our actual results may differ materially from those discussed here.

Additional information concerning factors that could cause such differences can be found in our most recent annual report on Form 10-K, quarterly report on Form 10-Q, and in other documents that we file with the SEC. For questions addressed to the company, Mr. Barnes-Smith will read the questions aloud, and Mr. Tibbetts will answer. For questions addressed to Mr. Kelsey, Mr. Barnes-Smith will read the questions aloud, and Mr. Kelsey will answer. Without any questions, this concludes the question and answer portion of the meeting. Thank you for attending this morning.

Operator

That concludes today's meeting. Again, thank you for your participation. You may now disconnect.