Centerspace (CSR)
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AGM 2024

May 20, 2024

Operator

using your 16-digit control number. At the end of the meeting, you will have the opportunity to submit questions to today's presenters by typing your questions into the Questions Chat pane of the control panel. You may also send in your questions at any time during the meeting. We will collect these and address them during the Q&A session at the end of today's shareholders meeting. Today's meeting is being recorded. I would now like to introduce John Schissel, Chair of the Board of Trustees of Centerspace.

John Schissel
Chairman of the Board of Trustees, Centerspace

Thank you, Anne, and good morning, everyone. I'd like to welcome you to Centerspace's 54th Annual Meeting of Shareholders. This is John Schissel speaking, and I'm the Chair of the Board of Trustees. On behalf of the board and Centerspace, I want to thank you for your participation in this virtual meeting and your continued interest in the company. As Chair, I will be presiding over the meeting, and Hiral Gondaliya will act as the Recording Secretary of the meeting. I hereby call this meeting to order. First, I'd like to acknowledge the other current members of the Board of Trustees who are joining us virtually. Jeff Caira, Emily Nagle Green, Linda Hall, Ola Oyinsan Hixon, Rodney Jones-Tyson, and Mary Twinem. I would also like to note the virtual attendance of Grant Thornton, Centerspace's independent auditor. There are also panelists present with us today.

Anne Olson, a fellow trustee, who is also the Chief Executive Officer and President, and Bhairav Patel, Executive Vice President and Chief Financial Officer. Finally, on behalf of the entire Board of Trustees, I would like to recognize all the Centerspace associates joining us today and throughout the organization to thank you for all you do for our residents and your fellow teammates. We're all very grateful for your hard work, commitment, and individual sacrifices over the past year in support of our mission of providing great homes for our residents. Now, in terms of some administrative matters, each of you should have registered online for this meeting, where a meeting agenda has been posted and which should be visible to you on your screen. Only shareholders may address the meeting. Shareholders can post questions online either before or during the meeting.

We ask that you restrict your remarks and questions to the three proposals on the agenda. At this time, I will note that the secretary has delivered an affidavit of distribution, establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of distribution will be incorporated into the minutes of this meeting. All shareholders of record, the close of business on March 25th, 2024, are entitled to vote at this annual meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Based on a report from the secretary, as of March 25th, 2024, the record date, there were 14,888,553 common shares outstanding.

At the beginning of the meeting, there were represented in person or by proxy, 12,974,662 shares, or approximately 87.1% of all shares entitled to vote at this meeting. Accordingly, a quorum is present, and I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. There are three proposals that were presented in the proxy statement to the shareholders for voting: the election of seven trustees, an advisory vote on executive compensation, and the ratification of Grant Thornton LLP as the company's independent auditor for the year ending December 31st, 2024. In the first proposal, there are seven trustees to be elected at the annual meeting to serve for one year and until their successors are elected and qualified.

The trustees were reviewed by Centerspace's Nominating and Governance Committee, which is composed of three independent trustees. The Nominating and Governance Committee also considers individuals recommended for nomination by shareholders in accordance with the requirement of Centerspace's bylaws. No shareholder recommendations were received from shareholders regarding this annual meeting. The Nominating and Governance Committee recommended, and the board approved, the nomination of the following seven individuals to stand for election as trustees, as set forth in the proxy statement. They are John Schissel, Jeff Caira, Emily Nagle Green, Ola Oyinsan Hixon, Rodney Jones-Tyson, Anne Olson, and Mary Twinem.

In the second proposal, under the Dodd-Frank Wall Street Reform and Consumer Protection Act, Centerspace's shareholders are entitled to cast an advisory vote at this year's annual meeting to indicate whether they approve the compensation of Centerspace's named executive officers for the year ended December 31st, 2023, as disclosed in this year's proxy statement. This proposal is commonly known as the Say on Pay proposal, and it gives shareholders the opportunity to express their views on the compensation of Centerspace's named executive officers. Say on Pay vote is advisory and therefore not binding on Centerspace. However, the board and the Compensation Committee value the opinions of shareholders, and to the extent there are a significant number of votes against the named executive officer's compensation-... Shareholders' concerns will be considered, and the Compensation Committee will evaluate what actions might be necessary to address those concerns.

In the third proposal, shareholders are being asked to ratify the appointment of Grant Thornton LLP as the trust's independent auditor for the current fiscal year, as approved by the board's Audit Committee. Polls are now open for voting online if you have not already voted your shares or if you would like to change your prior vote. If you wish to vote your shares now, you will need to provide the 16-digit control number provided to you when you accessed the meeting website. If you're a beneficial shareholder, you'll be required to present a legal proxy from your broker in order to vote at the meeting. If you have previously voted by proxy, you do not need to vote today, unless you wish to change your vote. I hereby declare the polls are now closed.

As to proposal one, based on a report from the secretary as of the beginning of the meeting, each of the nominees had received significant support from the shareholders, with each trustee receiving at least 98.7% of the voted shares in favor. Because each of the nominees received the affirmative vote of a majority of the votes of the shareholders present, in person or by proxy, and entitled to vote for the election of trustees, all the nominees have been elected as trustees. As to proposal two, based on a preliminary report from the secretary as of the beginning of the meeting, the proposal received substantial support from the shareholders, with 11,065,485 shares represented and accounting for 96.3% of the shares cast by the shareholders, present in person or by proxy, voted in the affirmative.

Accordingly, this proposal has been approved on an advisory basis. As to proposal three, based on a report from the secretary as of the beginning of the meeting, 12,882,391 shares, representing 99.4% of the shares cast by the shareholders, present in person or by proxy, voted in the affirmative. Accordingly, this proposal has been approved. Final vote on each of the proposals will be disclosed in a current report on Form 8-K to be filed with the SEC no later than four business days from this meeting and will be placed on Centerspace's website. Prior to adjourning, I would like to formally recognize Linda Hall, who will be retiring from the Centerspace board at the conclusion of this annual meeting.

On behalf of the board, I would like to thank Linda for her 12 years of service on behalf of Centerspace and its shareholders. Linda, your contributions and insights have been invaluable in serving the shareholders and all stakeholders of Centerspace, and your presence will truly be missed. There being no additional business to be properly brought before the meeting, the annual meeting is hereby officially closed, and the 2024 annual meeting is hereby adjourned. On behalf of Centerspace and the board, I would like to thank the shareholders who attended today's virtual meeting, as well as those who submitted their proxies but were not able to attend. The board is committed to creating long-term value for our shareholders. We appreciate your continued interest and value your investment in the company.

Operator

At this time, we're open for questions. As a reminder, you can still submit questions through the questions chat panel in the control panel. There being no questions, this concludes the annual meeting of shareholders. Thank you to all for attending today's meeting, and enjoy the rest of your day. This concludes today's meeting. You may now disconnect.

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