Rexford Industrial Realty, Inc. (REXR)
NYSE: REXR · Real-Time Price · USD
35.47
-0.86 (-2.37%)
At close: Apr 24, 2026, 4:00 PM EDT
35.75
+0.28 (0.78%)
After-hours: Apr 24, 2026, 7:00 PM EDT
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AGM 2025

Jun 3, 2025

Richard Ziman
Chairman, Rexford Industrial Realty

Good morning, ladies and gentlemen. I am Richard Ziman, Chairman of the Board of Directors of Rexford Industrial Realty. It is my pleasure to welcome you to the company's 2025 annual meeting of stockholders, which is being held as a virtual-only meeting this year via live audio webcast. Please note that this meeting is being recorded. As previously announced, today will be my final meeting as Chairman and Director of Rexford Industrial Realty. As a Co-Founder and Chairman of the company since its inception, it has been a privilege, and I am very proud to be a part of the tremendous growth and accomplishments of Rexford Industrial, from under $500 million in total assets at the time of the IPO to mid-billions of dollars of assets today, from 5,500,000 sq ft to approximately 50 million sq ft today. Quite, quite a success.

Now, turning to the annual meeting, stockholders can submit appropriate questions during the annual meeting by clicking the messaging icon at the top left of your screen, typing the question in the box provided, and then clicking the send icon to the right of the message box. Appropriate questions will be then answered by the company in accordance with meeting rules of conduct within the time allotted during the meeting. Additionally, all questions submitted in accordance with the meeting rules of conduct will be posted on the company's website with answers following the meeting, including any not addressed directly during the meeting. In accordance with our bylaws, I will act as Chairman of this meeting, and David Lanzer will act as Secretary. The Inspector of Election is Craig Colosso, a representative of Equiniti Trust Company. The Inspector of Election will tabulate all votes and, where applicable, abstentions.

If there are any internet disruptions on my end, David Lanzer, as the Corporate Secretary, is authorized to proceed with the meeting. The Secretary of the annual meeting has delivered an affidavit of mailing from Equiniti Trust Company, establishing that notice of the annual meeting was duly mailed, commencing April 14, 2025, to all stockholders of record of Rexford Industrial Realty as of the close of business on April 3, 2025, the record date for this annual meeting. A copy of the notice and the affidavit of mailing will be incorporated into the minutes of the annual meeting. I have been advised by the Inspector of Election that, based upon a preliminary tabulation, stockholders entitled to cast a majority of all the votes entitled to be cast at this annual meeting are present in person, virtually, or by proxy.

I therefore declare that a quorum is present and that the meeting is lawfully convened for the purpose of transacting such business as may properly come before it. As you entered the meeting this morning virtually for the live audio webcast, a copy of the conduct of meeting guidelines was made available. To conduct an orderly annual meeting, we ask that participants abide by these guidelines. Should you desire to vote electronically or ask a question during the annual meeting, please follow the instructions previously provided in our proxy statement as implemented on the virtual annual meeting website you are now on. We will have the opportunity to address properly submitted stockholder questions at an appropriate time or during the question-and-answer period, which is scheduled to occur at the end of the annual meeting.

After being recognized with confirmed identity and status as a stockholder or a representative of a stockholder with a valid proxy, we will review your submitted question and respond as appropriate. Thank you for your cooperation. Before we begin with the formalities of the annual meeting, I would like to introduce the other members of the company's Board of Directors who are with us today: the company's Co-Chief Executive Officers, Howard Schwimmer and Michael Frankel, and the company's Independent Lead Director, Tyler Rose, and other Independent Directors, Diana Ingram and Debra Morris. We will now turn to the annual meeting and vote on the items presented in the proxy statement. First, we will consider the three matters to be voted on at this meeting by holders of our common stock, which are described in our proxy statement. We will vote after all items have been presented.

You are entitled to vote if you are a holder of record of our common stock as of the close of business on April 3, 2025, which was the record date or a proxy holder for a stockholder of record as of the record date. The first item to be considered is the election of directors. Each nominee is nominated for a term expiring at the 2026 annual meeting and until his or her successor is duly elected and qualifies. In order to be elected as a director, a nominee must receive the affirmative vote of a majority of the votes cast, meaning that the nominee will be elected as a director if the number of votes cast for such nominee exceeds the number of votes against such nominee.

The proxy statement made available to our common stockholders contains the names of seven director nominees who are standing for election today. They are Robert Antin, Michael Frankel, Diana Ingram, Angela Kleiman, Debra Morris, Tyler Rose, and Howard Schwimmer. The second item to be voted on by holders of our common stock is the ratification of the board's appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. KPMG has acted as our independent registered public accounting firm since their appointment on February 14, 2024, and is represented today virtually via conference call by Mr. Todd Refnes.

The affirmative vote of a majority of the votes cast is required for the ratification of the selection of KPMG as our independent registered public accounting firm, meaning the number of shares voted for proposal two must exceed the number of shares voted against such proposal. The third and final item to be voted upon by holders of our common stock is the advisory resolution to approve the company's executive compensation for the fiscal year ending December 31, 2024, as more fully described in the proxy statement. The affirmative vote of a majority of the votes cast is required for the ratification of the passage of the advisory opinion to approve the company's executive compensation for the fiscal year ended December 31, 2024, meaning once again the number of shares voted for proposal three must exceed the number of shares voted against such proposal.

The polls are now open, and we will proceed with the vote. Stockholders who have voted by mailed proxy, telephone, or internet do not need to vote again unless they wish to change their vote. If you have not already voted or wish to change your vote, you may do so by clicking the proxy voting site link on the left side of your screen. When you have completed your online ballot, please submit it through the Equiniti system so the Inspector of Election can receive it. Equiniti, please confirm that everyone has had an opportunity to cast his or her ballot.

Craig Colosso
Company Representative, Equiniti Trust Company

All those wishing to vote have had the opportunity to cast their ballots.

Richard Ziman
Chairman, Rexford Industrial Realty

Accordingly, the polls are now closed. I have been advised that the Inspector of Election has completed the preliminary vote count. The Inspector of Election has informed me of the following: each nominee for director has received a majority of the votes cast for. The proposal to ratify the selection of KPMG as the company's independent registered public accounting firm has received the affirmative vote with a majority of votes cast for. The advisory resolution to approve the company's executive compensation for the fiscal year ended December 31 has received the affirmative vote with a majority of the votes cast for. Based on these results, I hereby declare each director nominee has been duly elected, the selection of KPMG has been ratified, and the compensation of the company's named executive officers for fiscal year 2024 has been approved by the stockholders on an advisory basis.

This concludes the formal portion of the 2025 annual meeting, which is now adjourned. We will now turn to any questions that have been properly submitted in accordance with the proxy statement. The Board and Meeting Secretary, David Lanzer, shall identify any such questions. David.

David Lanzer
General Counsel and Secretary, Rexford Industrial Realty

I have reviewed the virtual meeting site for stockholder questions, and no questions have been submitted.

Richard Ziman
Chairman, Rexford Industrial Realty

With no questions being submitted, that concludes the question-and-answer session, and I want to thank all of you for attending today's meeting and for your kind interest in Rexford Industrial Realty. Thank you.

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