Good day everyone, welcome to the Franklin Street Properties annual meeting. Now I'll turn the call over to your host, Chairman and CEO, George Carter. Please go ahead.
Good morning, everyone. My name is George Carter. I am the Chairman of the Board and Chief Executive Officer of Franklin Street Properties. Welcome to our 2026 annual meeting of stockholders. I would now like to call this meeting to order. This year, we are holding our annual meeting in an all virtual format and are pleased to have everyone join this live audio webcast. We have designed this meeting to seek to provide stockholders the same opportunities to participate as they would at an in-person meeting. Before giving a few brief remarks following the business portion of the meeting, I would like to recognize the departure of one of our independent directors. Milton Wilkins, a member of our board of directors since 2022, has decided not to stand for re-election to our board of directors this year.
Milt felt it was a good idea to continue to refresh and more right-size leadership at the company, as well as to contribute to ongoing overall G&A reduction efforts. On behalf of myself, the board of directors, FSP employees and shareholders, thank you, Milton, and we wish you the best. Eriel Anchondo, our Chief Operating Officer, is now going to say a few words of introduction. The meeting will be turned over to Scott Carter, our General Counsel and Secretary, who will conduct the business portion of the meeting. Eriel?
Thank you, George. Good morning, everyone. Welcome to the 2026 annual meeting of stockholders of Franklin Street Properties. On behalf of the board of directors, officers and employees, I want to thank you for your trust and interest in the company. With the departure of Milton Wilkins, the board of directors of Franklin Street Properties will be comprised of five individuals, four of them being independent members. Furthermore, the Audit, Nominating and Corporate Governance, and Compensation Committees are all comprised of independent members. I would like to introduce to you the members of the board standing for election today, starting with our independent directors. Georgia Murray. Ms. Murray has been a member of the board since 2005 and serves as the Lead Independent Director and is also a member of the Compensation Committee and the Nominating and Corporate Governance Committee.
Ms. Murray is today standing for election as a director. Jennifer Bitterman. Ms. Bitterman has been a member of the board since 2025 and is a member of the Audit Committee and the Compensation Committee. Ms. Bitterman is today standing for election as a director. John Burke. Mr. Burke has been a member of the board since 2004 and serves as the Chair of the Audit Committee and is a member of the Compensation Committee and the Nominating and Corporate Governance Committee. Mr. Burke is today standing for election as a director. Dennis McGillicuddy. Mr. McGillicuddy has been a member of the board since 2002 and is a member of the Audit Committee and serves as the Chair of the Nominating and Corporate Governance Committee. Mr. McGillicuddy is today standing for election as a director.
The remaining Director is George Carter, who opened the meeting and is our Chairman of the Board and Chief Executive Officer. You will be hearing from Mr. Carter after we conclude the business portion of today's meeting. Mr. Carter is today standing for election as a director. Next, I would like to introduce to you the company's other executive officers, starting with Jeffrey Carter, our President and Chief Investment Officer. John DeMeritt, our Chief Financial Officer. Scott Carter, our General Counsel and Secretary, and John Donahue, President of FSP Property Management. Finally, I would like to introduce Georgia Touma, our Vice President and Director of Investor Relations. Ms. Touma will be acting as the Inspector of Elections today. We are fortunate to have in attendance a significant number of representatives from professional services firms with whom we do business.
First, we have Thomas S. Ward from the law firm WilmerHale, which is the company's outside legal counsel. There are representatives from the company's independent public accounting firm, Ernst & Young, including Shannon Hawley. Thank you all for being here today. I'm now going to turn the meeting over to our General Counsel, Scott H. Carter, who will conduct the formal business portion of the meeting. Scott?
Thanks, Eriel, good morning, everyone. I'm going to facilitate the business portion of the meeting. I will turn the meeting back over to George Carter for his remarks and a question- and- answer session. In order to conduct an orderly meeting, I call your attention to the rules of conduct posted on the virtual meeting website, which include information about participating in the meeting. Please note that various remarks that we may make about future expectations, plans, and prospects for the company may constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by these forward-looking statements. As a result of various important factors, including those discussed in the Risk Factors section of our annual report on Form 10-K for the year ended December 31, 2025, and our most recent quarterly report on Form 10-Q for the quarter ended March 31, 2026, both of which are on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today, Thursday, May 14, 2026. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today. At times during this meeting, we may refer to funds from operations, or FFO, and other non-GAAP financial measures.
Reconciliations of FFO and other non-GAAP financial measures to GAAP net income can be found in our filings with the SEC. The corporation's annual report to stockholders, including the statement of the affairs of the corporation and financial statements for the fiscal year ended 2025, has been furnished or made available to stockholders in accordance with applicable law and SEC requirements. As indicated in the notice of meeting and accompanying documents that were made available to all stockholders entitled to notice of and to vote at the 2026 annual meeting of stockholders, we are here today to consider and vote upon the following matters. First, to elect five directors, each to serve for a term expiring at our 2027 annual meeting of stockholders.
Second, to ratify our audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Third, to approve by non-binding vote our executive compensation. Broadridge Financial Solutions has prepared an affidavit certifying that the notice of the annual meeting and proxy statement were sent to all stockholders of record as of the close of business on March 3, 2026. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. The company has appointed Georgia Touma to act as Inspector of Elections. Georgia is with us today and has taken the oath of the Inspector of Elections. Our Inspector of Elections has furnished a count of the number of shares represented at this meeting in person or by proxy.
There are present at this meeting in person or through representation by proxy a total of approximately 85,021,723 shares of common stock out of a total of 103,690,340 shares entitled to vote, which represents approximately 81.99% of our total shares outstanding as of the record date for this meeting. I hereby declare that a quorum exists. The polls are now open and will remain open until I announce that the polls are closed. No votes will be accepted after the polls are closed. The preliminary results of the voting on these matters will be announced following tabulation of the voting.
The first matter to be voted on is the election of five directors, each for a term expiring at our 2027 annual meeting of stockholders. The nominees for election are George Carter, Georgia Murray, Jennifer Bitterman, John Burke, and Dennis J. McGillicuddy. The second matter to be voted on is the ratification of our audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. The third matter to be voted on is to approve on an advisory non-binding basis the compensation of our named executive officers as disclosed in our 2026 proxy statement. If there are any stockholders with questions relating to the proposals being voted on, please enter them now using the Q&A button on your screen.
Stockholders may also submit other questions during the meeting, but responses to questions that do not relate to the proposals being voted on will be addressed later during the Q&A period that will follow the business portion of this meeting. We'll pause for a moment to see if we have any questions relating to the proposals. Seeing none, we will now proceed to vote. If you are a stockholder who has not yet voted, or if you previously voted by proxy and wish to change your vote, you may vote by using the voting button on your screen. We will pause for a moment to allow for any voting. Now that everyone has had an opportunity to vote, the business items on the agenda for this meeting are complete, and the polls are now closed. We now have the preliminary report of the results of the meeting.
The final tabulation will be reflected in the minutes of this meeting. Filed by the company in a current report on Form 8-K with the SEC. On the proposal that the nominees be elected as directors, each to serve for a term expiring at our 2027 annual meeting of stockholders. Approximately 46,536,170 shares were voted for the election of Mr. Carter, representing approximately 70.33% of the votes cast. Approximately 19,626,001 shares were voted against. Approximately 45,085,297 shares were voted for the election of Ms. Murray, representing approximately 68.72% of the votes cast. Approximately 20,517,242 shares were voted against.
Approximately 53,262,700 shares were voted for the election of Ms. Bitterman, representing approximately 81.18% of the votes cast, and approximately 12,342,193 shares were voted against. Approximately 45,368,532 shares were voted for the election of Mr. Burke, representing approximately 69.15% of the votes cast, and approximately 20,233,956 shares were voted against. Approximately 44,853,685 shares were voted for the election of Mr. McGillicuddy, representing approximately 67.78% of the votes cast, and approximately 21,318,386 shares were voted against. There were approximately 18,829,875 broker non-votes.
As the holders of a majority of the votes cast at this meeting have voted for each of the nominees, I hereby declare that the nominees have been elected as directors for a term expiring at our 2027 annual meeting of stockholders. On the proposal to ratify our audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, approximately 66,582,699 shares have been voted for ratification, representing approximately 81.36% of the votes cast. Approximately 15,247,083 shares have been voted against ratification, and holders of approximately 3,191,941 shares abstained.
As the holders of a majority of the votes cast at this meeting have voted for this proposal, I hereby declare that our audit committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified. On the proposal to approve on a non-binding advisory basis the compensation of our named executive officers as disclosed in our 2026 proxy statement, approximately 38,438,867 shares have been voted for this proposal, representing approximately 64.87% of the votes cast. Approximately 20,811,106 shares have been voted against this proposal.
Holders of approximately 6,941,875 shares have abstained, and there were approximately 18,829,875 broker non-votes. The holders of a majority of the votes cast at this meeting, having voted in favor of the resolution regarding executive compensation, I hereby declare that the resolution regarding executive compensation has been approved. That concludes the business portion of the meeting. I would now like to turn the meeting back over to George Carter. George?
Thank you, Scott. There being no further business to come before the business portion of the meeting, the business portion of the annual meeting of stockholders is now adjourned. I will make some remarks and then open up our question and answer session. Good morning again, fellow stockholders. On behalf of the board of directors and everyone at Franklin Street Properties, thank you for your continued support and engagement. We recognize that many of our shareholders have been patient for a long time. We also recognize that many of you are frustrated. That frustration is understandable. Our stock has traded for an extended period at a level that we do not believe reflects the larger, longer term intrinsic value of our assets. Closing that gap and delivering the best possible outcome for shareholders remains our central focus. That is the work we are doing every day.
Over the past several years, we have worked to reposition this company in a deliberate and disciplined way. Since 2020, we have sold approximately half of the office portfolio we owned at the beginning of that period and used much of those proceeds to materially reduce debt and strengthen our balance sheet. Today, we own 14 properties totaling approximately 4.8 million square feet, and we are operating from a meaningfully simpler and more flexible capital structure than we were several years ago. That repositioning was not accidental. It was intentional. It was designed to preserve flexibility, improve resilience, and give us the ability to pursue strategic alternatives from a position of greater control. Today, our focus remains straightforward.
We are working to maximize value for shareholders through a disciplined and comprehensive review of all realistic strategic alternatives while continuing to try to improve the operating performance of the portfolio and preserve financial flexibility. That process is active and ongoing. Importantly, it is not a process we are undertaking simply to say we explored our options. It is a real process being run seriously with urgency and discipline and with a clear objective of producing the strongest achievable outcome for our shareholders. As many of you know, our board has been engaged in a broad strategic review process with Bank of America Securities, and more recently, we expanded that process to include JLL Real Estate Investment Banking as co-advisor alongside Bank of America. We made that decision for a simple reason.
We believe adding JLL improves our ability to source, evaluate, and execute across a broader set of potential outcomes. Bank of America brings broad capital markets reach, strategic advisory capabilities, and corporate transaction expertise. JLL adds deep property level expertise, strong owner user connectivity, and additional execution capabilities at both the asset and portfolio level. Together, we believe this combination gives us the best opportunity to evaluate every credible path to value creation, whether that involves individual asset sales, portfolio transactions, broader corporate alternatives, or other strategic initiatives. We understand some shareholders would prefer an immediate liquidation of the company. We understand that view. Our responsibility is not simply to pursue the fastest path, it is to pursue the best path. In the current office transaction environment, those are not always the same thing, and that distinction matters. The office capital markets remain challenged and uneven.
Transaction activity remains well below historical levels. Liquidity remains constrained. Traditional institutional buyers who historically set pricing across much of the office market remain limited participants in many markets, including several of ours. Today's buyer universe is narrower, it is more selective, it is often more opportunistic, and in many cases, transaction pricing reflects capital scarcity and limited liquidity as much as it reflects underlying real estate value. That does not mean transactions cannot be done. It means that in this environment, transaction values and intrinsic values are not always the same thing, and that is precisely why discipline matters. All FSP shareholders should know that we are not interested in waiting for some unrealistic outcome or holding assets indefinitely in the hope that the markets simply improve on their own. That is not the strategy.
At the same time, we are equally unwilling to force outcomes at values that we do not believe appropriately reflect the quality, location, and long-term economics of our portfolio. We believe our responsibility is to balance urgency with discipline and to pursue outcomes that are both executable and value-maximizing. That is what we are doing. Importantly, the refinancing of our credit facility earlier this year materially improved our ability to do that. By extending maturities and improving flexibility, we removed a near-term capital constraint that could have forced decisions on suboptimal terms. That matters because it allows us to act deliberately rather than defensively. At the same time, we remain focused on improving the business operationally.
During the first quarter, we leased approximately 145,000 sq ft with approximately 112,000 sq ft coming from renewals and expansions. We continue to see encouraging tenant engagement and have seen an increase in larger prospective leasing opportunities across several of our markets. Houston, the CBD of Denver and Dallas can be strongly influenced by energy markets, which have become very active. Progress is not linear, we believe leasing activity is showing early signs of improvement and remains an important contributor to long-term value. We are also continuing to focus on expense discipline. During the first quarter, general and administrative expense declined by approximately $815,000 compared to the prior year period, driven primarily by lower personnel costs. That follows meaningful reductions in 2025 as well.
We remain focused on thoughtful cost management and continued efficiency across the platform. This is not a static process. We are actively evaluating opportunities. We are engaged with advisors. We are engaged with capital sources. We are engaged with prospective buyers. We are continuing to assess all paths that may produce the best outcome for shareholders. That work is active, it is ongoing, and it is being pursued with seriousness and urgency. We recognize shareholders want progress. More importantly, we recognize that shareholders want outcomes. Do we. Our interests are very aligned in that respect. The board and management remain fully focused on pursuing the course we believe offers the best opportunity to deliver the strongest achievable value for our shareholders. That remains our responsibility, and that remains our focus.
Thank you again for your time today, for your continued support, and for your continued engagement with Franklin Street Properties. Before we begin our question and answer period, let me read the following disclaimer. Please note that management and the board will respond only to questions appropriate for this meeting and may decline to answer questions where a response could disclose material, nonpublic information or otherwise be inappropriate. It is the policy of the company not to comment on or respond to inquiries or rumors concerning prospective corporate developments or transactions or future financial performance. We refer stockholders to our SEC filings, earnings materials, and other public disclosures, including our April 23rd, 2026 press release regarding the expansion of our strategic alternatives process. We will now pause for a moment to see if we have any questions. Georgia, would you read that question? Yep.
We have a question from a shareholder. If your strategy is not to pull value for an unrealistic number, then please tell us what the realistic number is for this portfolio. Shareholders have endured massive losses. Most would prefer to get the best offers we can now, not wait 10 years for unrealistic expectations.
This is George. To answer that question honestly is we don't know exactly what a realistic number is today. When we did our strategic review with Bank of America Securities, which was lengthy and very detailed, we did a lot of individual asset pricing and group potential property sales and had a lot of input from a lot of different sources. Two things were very clear. One is that liquidity, and this is the main point I'm gonna make. Liquidity was not strongly there for many of our assets in many of our markets. Offers would look like a number that would be backed up with the phrase, We don't have the money.
We'll go get the money. It would look like a number that was completely a number that was unrealistic relative to long-term potential future value, replacement costs, NOI cap rates, et cetera. Because that liquidity primarily and that pricing was so uncertain, we would not be able to, in fact, give a specific range of valuation that we think we could transact at today. We wanted to continue to see if we can get to a pricing and a range that we can transact at today. Hence, we decided to broaden our perspective and include JLL with Bank of America to continue the process. JLL has insight and access to different capital sources that we think could flesh out a price range that we think we could transact at.
So the purpose, again, as I said in my comments, is not to wait for some uncertain future market, but to go deeper at the property level with JLL aboard now to see if we can't get a range. Hopefully with, within, a reasonable shorter period of time to have shareholders consider for a transaction. That's really the thing that we were faced with as we went through the Bank of America securities process last year.
Why when you were not making progress in that arena to get a range that you could count on to transact at, and a valid amount of liquidity that you knew would transact there, why we definitely needed to extend our lending group loans, which we were able to do as we know with the TPG group, so that we could have more time to in fact get to a pricing mechanism that we think will work and that we think we can show shareholders for them to consider. Wanna read the next question, Georgia?
Sure. second question is, if the company is so drastically undervalued, why is management not buying shares hand over fist? Management and directors own almost no shares.
Management and director do own shares and each individual director's management's decision to buy shares is their own financial purview, and certainly not the company's. Our management and our directors do own shares, and a meaningful amount of shares.
The next question is, how does management justify their high compensation when shareholder value is cratering? It would be much less expensive to hand management off to a third-party firm than retain the internal employees. For instance, a private equity firm charges 2% of equity.
This question I think we can refer stockholders to the approval of our executive compensation with about 65% voting in favor, as sort of an overview. To put a little more point to the equation, you have a factor of long-term operations and you have a factor of strategic alternatives. The value of compensation G&A in a number of forms relative to potential strategic values, hopefully nearer term rather than longer term, would be very different in terms of its risk-reward perspective than compensation for ongoing recurring operations that you had planned to do for the very long term. Those two views can be different and have different risk-reward perspectives.
Next question is, with the stock trading at $0.50, would a sale at $1 be acceptable? That's 100% increase from here and equates to a profitable portfolio value of roughly $78 per sq ft and a 12% cap rate on in-place NOI. Were offers way below that?
Yeah. I really can't get into specifics of what would be acceptable or not. Again, I think that might not be in the best interest of the activity that we're trying to institute in the, in the marketplace. What would be acceptable would be what the marketplace could really transact at from a liquidity point of view, a certainty point of view, as well as a price point of view.
The next question starts out: Thank you for taking the questions. Would like to comment on the decision to add JLL to the strategic alternatives process, and it's encouraging to see the subsequent movement on the potential sale of Greenwood Plaza. Thank you for that. My question for the Lead Independent Director, Georgia Murray. Ms. Murray, total company debt now stands at $286 million, including exit fees, up approximately $40 million since the beginning of the strategic alternative process. Why didn't the board hire JLL a year ago at the beginning of the process? What was the rationale at the time, and what is different now? Thank you very much.
Georgia, your line is unmuted. Please check your mute function.
I'm sorry. This is Georgia Murray. My phone was muted, and I didn't realize it. What I was saying was, is that I think that that's a good question, and it's one that I think George answered to some extent in his discussion in the beginning. We over time have faced different options. We've hired different experts to advise us both in real estate and in banking. We have often encouraged different ways of being able to sell the properties and to create value for our shareholders. You saw us sell many properties in 2020, 2021, 2022, when the rest of the market wasn't doing it, waiting for better prices. We knew we needed to pay down debt, and so we did.
When we were able to refinance our consortium debt, which we did at the beginning of this year, we did it with an eye to be able to have the resources to be able to do ten improvements for some of our major assets that we feel could unlock some of the value. That was why we increased debt. I'm not sure I've answered all your questions, but I hope I have.
Thank you, Georgia. That concludes the questions.
Seeing no further questions, the annual meeting of stockholders is now adjourned. Thank you, and we look forward to 2026 and beyond.
That concludes our meeting today. Thank you for joining. You may now disconnect.