DEF 14A 1 ny20002630x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

CENTERSPACE

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒			No fee required.

☐			Fee paid previously with preliminary materials.

☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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CENTERSPACE

3100 10^th St SW

P.O. Box 1988

Minot, ND 58702-1988

April 4, 2022

Dear Fellow Shareholders:

It is a pleasure to invite you to attend the 52^nd Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Centerspace (the “Company”), to be held on Tuesday, May 17, 2022, at 9:00 a.m. Central Daylight Time via webcast. You will be able to attend the 2022 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting: www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet Availability of the Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

At the 2022 Annual Meeting, you will be asked to vote on the following items:

1.	the election of eight nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;

2.	an advisory vote on executive compensation (the “say-on-pay vote”);

3.	the ratification of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2022; and

4.	such other matters as may properly come before the 2022 Annual Meeting or any adjournment(s) or postponement(s) thereof.

The Board of Trustees recommends that you vote for each of these proposals.

Information about the 2022 Annual Meeting and the formal business to be acted on by our shareholders is included in the Notice of Annual Meeting and the Proxy Statement that follow. Our 2022 proxy materials and Annual Report for the year ended December 31, 2021 are available online at www.proxyvote.com.

On or about April 4, 2022, we mailed most of our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on: (1) how to access our Proxy Statement and Annual Report via the Internet and (2) how to vote. The notice also included instructions on how to receive a paper copy of the proxy materials. On or about April 4, 2022, other shareholders, in accordance with their prior requests, were sent e-mail notifications containing instructions on how to access our proxy materials via the Internet and to vote or have been mailed paper copies of our proxy materials and a proxy card or voting form.

Please refer to the Proxy Statement for details on the 2022 Annual Meeting, including detailed information on each of the proposals to be voted on at the meeting. Your shareholder vote is important, and I encourage you to vote promptly.

			Sincerely,
			Centerspace


			Mark O. Decker, Jr.
			President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on Tuesday, May 17, 2022, at 9:00 a.m. CDT

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) of Centerspace (the “Company”), will be held on Tuesday, May 17, 2022, at 9:00 a.m. Central Daylight Time, via webcast, for the following purposes:

1.	To elect eight nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified;

2.	To hold an advisory vote on executive compensation (the “say-on-pay vote”);

3.	To ratify Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2022; and

4.	To transact such other business as may properly come before the 2022 Annual Meeting or any adjournment(s) or postponement(s) thereof.

These items are described in more detail in the Proxy Statement. We have not received notice of any other matters that may properly be presented at the 2022 Annual Meeting.

The Company’s Board of Trustees has fixed the close of business on March 22, 2022 as the record date for determining the shareholders entitled to receive notice of and to vote at the 2022 Annual Meeting or any adjournment(s) or postponement(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Company’s 2022 Annual Meeting to be held on May 17, 2022: The 2022 Proxy Materials and Annual Report for the year ended December 31, 2021 are available at www.proxyvote.com.

			By Order of the Board of Trustees,


			Anne Olson
			General Counsel and Secretary

Minot, North Dakota

April 4, 2022

It is important that your shares be represented and voted at the 2022 Annual Meeting. You can vote your shares by one of the following methods: (1) by Internet; (2) by telephone; (3) if you received your proxy materials by mail, by mailing your proxy card; or (4) virtually during the 2022 Annual Meeting. Any proxy may be revoked in the manner described in the Proxy Statement at any time prior to its exercise at the 2022 Annual Meeting.

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			Page
PROPOSAL 1: ELECTION OF TRUSTEES			7
DESCRIPTION OF PROPOSAL			7
REQUIRED VOTE			7
VOTE RECOMMENDED			7
CORPORATE GOVERNANCE AND BOARD MATTERS			17
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS			18
TRUSTEE INDEPENDENCE			18
BOARD LEADERSHIP STRUCTURE			18
BOARD COMMITTEES			18
EXECUTIVE SESSIONS			22
POLICY REGARDING DIVERSITY			22
BOARD ROLE IN RISK OVERSIGHT			22
ENVIRONMENTAL, SOCIAL AND GOVERNANCE			23
CODE OF CONDUCT AND CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS			23
EQUITY OWNERSHIP AND RETENTION POLICY			23
COMPLAINT PROCEDURE			25
COMMUNICATIONS TO THE BOARD			25
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			25
TRUSTEE COMPENSATION			26
TRUSTEE COMPENSATION TABLE FOR 2021			27
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			28
INFORMATION ABOUT OUR EXECUTIVE OFFICERS			30
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			31
COMPENSATION DISCUSSION AND ANALYSIS			32
NAMED EXECUTIVE OFFICERS			32
EXECUTIVE SUMMARY AND ACHIEVEMENTS FOR 2021			32
EXECUTIVE COMPENSATION PHILOSOPHY			34
EXECUTIVE OFFICER COMPENSATION PROCESSES			34
EXECUTIVE COMPENSATION PEER GROUP			34
ROLE OF MANAGEMENT IN EXECUTIVE COMPENSATION DECISIONS			35
COMPONENTS OF THE EXECUTIVE COMPENSATION PROGRAM			35
SAY-ON-PAY RESULTS AND CONSIDERATION			40
EMPLOYMENT AGREEMENTS			40
COMPANY POLICIES			40
CONSIDERATION OF CERTAIN TAX EFFECTS			42
COMPENSATION COMMITTEE REPORT			42
EXECUTIVE COMPENSATION			43
GRANTS OF PLAN-BASED AWARDS			44
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2021			44
SHARES VESTED			45
EQUITY COMPENSATION PLAN INFORMATION			46
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			46
CEO PAY RATIO			48
COMPENSATION POLICIES AND RISK MANAGEMENT			48
401(K) PLAN			50
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			50
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR			51
ACCOUNTING AND AUDIT COMMITTEE MATTERS			52
REPORT OF THE AUDIT COMMITTEE			53
SHAREHOLDER PROPOSALS AND TRUSTEE NOMINATIONS			54
HOUSEHOLDING OF PROXY MATERIALS			55
COMMUNICATING WITH CENTERSPACE			55
OTHER MATTERS			56
APPENDIX A NON-GAAP FINANCIAL MEASURES AND RECONCILIATIONS			A-1

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CENTERSPACE

3100 10^th St SW

P.O. Box 1988

Minot, ND 58702-1988

Telephone: (701) 837-4738

Fax: (701) 838-7785

PROXY STATEMENT Q&A FOR 2022 ANNUAL MEETING OF SHAREHOLDERS

The Board of Trustees (“Board”) of Centerspace, a North Dakota real estate investment trust (“we,” “us,” “our,” “Centerspace,” or the “Company”), is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company to be held virtually on Tuesday, May 17, 2022 at 9:00 a.m., Central Daylight Time, and any postponement(s) or adjournment(s) thereof (the “Annual Meeting”).

This proxy statement and the accompanying Notice and Form of Proxy are first being mailed or made available on the Internet to shareholders on or about April 4, 2022.

QUESTIONS AND ANSWERS ABOUT

THE PROXY MATERIALS AND THE ANNUAL MEETING

How is the Company distributing proxy materials?

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 17, 2022

Our Notice of Annual Meeting of Shareholders, the Proxy Statement, and the Company’s 2021 Annual Report are available on the following website: www.proxyvote.com

In accordance with Securities and Exchange Commission (“SEC”) rules, we have elected to mail our proxy materials to the record holders of our common shares while also furnishing our proxy materials to shareholders over the Internet, and we have instructed brokers, banks, and similar intermediary organizations to provide to the beneficial shareholders that hold their common shares in “street name” (other than beneficial shareholders who previously requested printed copy delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials online (the “Notice”).

If you receive the Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. If you receive the Notice by mail and would like to receive a copy of our proxy materials, follow the instructions contained in the Notice about how you may request to receive a copy electronically or in printed form free of charge on a one-time or ongoing basis. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet as we believe electronic delivery will expedite the receipt of materials while lowering costs and reducing the environmental impact of our Annual Meeting by reducing printing and mailing of materials.

In addition to this proxy statement, our proxy materials include our 2021 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”). Copies of the Form 10-K, as well as other periodic filings by the Company with the SEC, also are available in the Investor Relations section of our website (ir.centerspacehomes.com) under the tab “Financial Reporting.” The information included in our website is not incorporated herein by reference.

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How can I participate in the virtual 2022 Annual Meeting?

We will be hosting the 2022 Annual Meeting live via the Internet. Shareholders will be able to participate in the 2022 Annual Meeting online via live webcast. Provided below is the summary of the information that you will need to participate in the 2022 Annual Meeting.

•	Shareholders can participate in the 2022 Annual Meeting via live webcast over the Internet at www.virtualshareholdermeeting.com/CSR2022.

•	The 2022 Annual Meeting webcast begins at 9:00 a.m., Central Daylight Time. On the day of the Annual Meeting, we recommend that you log into our virtual meeting at least 15 minutes prior to the scheduled start time to ensure that you can access the meeting.

•	You will need your 16 digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials, to enter the 2022 Annual Meeting.

•

You may submit questions for the meeting in advance at www.proxyvote.com. Shareholders will also have the ability to vote and submit live questions during the Annual Meeting webcast at www.virtualshareholdermeeting.com/CSR2022. Questions related directly to the 2022 Annual Meeting will be answered during our virtual meeting, subject to time constraints. Any questions pertinenting to meeting matters that cannot be answered during the meeting due to time constraints will be available in the Investor Relations section of our website (ir.centerspacehomes.com). The questions and answers will be available as soon as practical after the meeting and will remain available until one week after the posting.

•	Instructions on how to attend and participate in the live webcast, including how to verify stock ownership and vote your shares electronically during the 2022 Annual Meeting, are available at www.virtualshareholdermeeting.com/CSR2022.

•	Webcast replay of the 2022 Annual Meeting will be available on our website (ir.centerspacehomes.com) as soon as practicable following the meeting.

How does COVID-19 impact the information contained in this Proxy Statement and the Company’s business?

Information contained in this Proxy Statement relates to 2021 performance and compensation and reflects the impact of the COVID-19 pandemic on such performance and compensation for the year ended December 31, 2021.

During the year ended December 31, 2021, the COVID-19 pandemic continued to impact our business. Our first priority continues to be the health and well-being of our residents, team members, and the communities we serve. We enhanced cleaning protocols at our communities and offices, implemented masking policies and physical distancing in community common spaces, and instituted remote work guidelines for our team members, in accordance with state and local guidelines. We also assisted residents in applying for rental assistance and restructured rental payments for commercial tenants financially impacted by the COVID-19 pandemic.

What proposals will be voted on at the Annual Meeting?

We anticipate the following three proposals will be voted on at the Annual Meeting:

•	The election of eight trustees to serve until the 2023 annual meeting of shareholders or until their respective successors are duly elected and qualified;

•	The approval on a non-binding advisory basis of the compensation paid to the Company’s named executive officers; and

•	The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

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What are the Board’s recommendations?

Our Board unanimously recommends that you vote:

•	“FOR” the election of eight trustees to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified (Proposal 1);

•	“FOR” the non-binding advisory approval of executive compensation (Proposal 2); and

•	“FOR” the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (Proposal 3).

What happens if additional matters are presented at the Annual Meeting?

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Mark O. Decker, Jr. or Anne Olson, will have discretion to vote on those matters in accordance with his, her or their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

Who is entitled to vote?

Shareholders of record at the close of business on March 22, 2022 (the “Record Date”) may vote at the Annual Meeting. As of the close of business on the Record Date, there were 15,355,506 of our common shares outstanding. Each common share is entitled to one vote on all matters being considered at the Annual Meeting.

What constitutes a quorum?

The presence at the Annual Meeting, virtually or by proxy, of the holders of thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum. Both abstentions and broker non-votes (as discussed below under “What vote is required to approve each item?”) are counted for the purpose of determining the presence of a quorum.

What is the difference between holding shares as a registered shareholder and holding shares in street name?

If your common shares are owned directly in your name with our transfer agent, American Stock Transfer & Trust Company (“AST”), you are considered a registered holder of those common shares.

If your common shares are held by a broker, bank, or nominee, you hold those common shares in street name. Your broker, bank, or other nominee will vote your common shares as you direct.

How do I vote?

Whether you hold shares as the shareholder of record or in street name, you may direct how your shares are voted without virtually attending the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting in order to ensure that your vote is counted.

Shareholders of Record. As a shareholder of record, you may vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. Alternatively, you may vote by authorizing a proxy by completing, signing, and dating a proxy card and mailing it in the accompanying pre-addressed envelope in accordance with the instructions included on your proxy card.

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Beneficial (“Street Name”) Shareholders. The broker, bank, or similar intermediary that holds your common shares in an account is considered to be the holder of record for purposes of voting at the meeting. As a beneficial owner, you have the right to direct the intermediary how to vote the common shares held in your account. You may vote by submitting voting instructions to your broker, bank, trustee, or other intermediary in accordance with the Notice, including by submitting a voting form provided to you by such intermediary. Alternatively, you may vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials. You can ensure your vote is cast at the meeting by completing, signing, dating, and returning your proxy card or voting form. Your vote will be cast in accordance with the instructions included on a properly signed and dated proxy card or voting form.

If you do not return a signed proxy card or voting form (or, if you are a beneficial owner, otherwise submit your vote in accordance with the instructions provided in the Notice) or virtually attend the Annual Meeting and vote, no vote will be cast on your behalf. The proxy card indicates on its face the number of common shares registered in your name on the Record Date, which corresponds to the number of votes you will be entitled to cast at the meeting on each proposal.

You are urged to follow the instructions on your proxy card or your Notice and voting form, as applicable, to indicate how your vote is to be cast. If you return your signed proxy but do not indicate your voting preferences, your common shares will be voted on your behalf as follows:

•	“FOR” the election of eight trustees to serve until the next annual meeting of shareholders or until their respective successors are duly elected and qualified (Proposal 1);

•	“FOR” the non-binding advisory approval of executive compensation (Proposal 2); and

•	“FOR” the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 (Proposal 3).

Can I change my vote or revoke my proxy?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Virtually attending the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

If you are a beneficial owner, you may change your vote by submitting new voting instructions (including a voting form) to your broker, bank or nominee, or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

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What vote is required to approve each item?

1. Election of Trustees

For, against or abstain on each nominee

The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy

Same as Against Vote

No effect

2. Advisory vote to approve the Company’s executive compensation (say-on-pay)

For, against, or abstain

The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy

Same as Against Vote

No effect

3. Ratification of the Appointment of Grant Thornton LLP as the Company’s independent auditor for the year ending December 31, 2022

For, against, or abstain

The affirmative vote of a majority of the voting power of the shareholders present in person or by proxy

Same as Against Vote

Not applicable

(1)	If you hold your shares in street name and do not provide voting instructions to the broker, bank or other nominee that holds your shares, the nominee has discretionary authority to vote on Proposal No. 3, but not for any of the other proposals.

If your common shares are held in street name, and you do not instruct the broker as to how to vote these shares on Proposal 1or 2, the broker may not exercise discretion to vote for or against those proposals. This would be a “broker non-vote,” and these shares will not be counted as having been voted on the applicable proposal. With respect to Proposal 3, the broker may exercise its discretion to vote for or against that proposal in the absence of your instruction. Please instruct your bank or broker so your vote can be counted.

Is cumulative voting permitted for the election of trustees?

No. The Company’s Declaration of Trust and Bylaws do not permit cumulative voting at any election of trustees.

How are proxies solicited?

Trustees, officers, and employees of the Company may, without additional compensation, solicit proxies by mail, email and/or telephone. In addition, we will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of common shares.

What is householding?

The SEC has adopted rules that allow a company to deliver a single notice or set of proxy materials to an address shared by two or more of its shareholders. This method of delivery, known as “householding,” permits us to realize cost savings and reduces the amount of duplicate information shareholders receive. For notices sent to shareholders sharing a single address, we are sending only one set of proxy materials (or one Notice, if applicable) to that address unless we have received contrary instructions from a shareholder at that address. Any shareholders who object to, or wish to begin, householding or who wish to receive just one set of materials (rather than multiple copies) in the future may notify the Secretary orally or in writing at the telephone number or address set forth herein. We will deliver promptly an individual copy of the proxy materials (or one Notice, if applicable) to any shareholder who revokes its consent to householding upon our receipt of such revocation.

How do I find out the voting results?

We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC on or before May 20, 2022. The Form 8-K will be available

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at our website (ir.centerspacehomes.com) under the tab “Financial Reporting — SEC Filings” and on the SEC’s website at http://www.sec.gov.

What do I need to do if I would like to attend the Annual Meeting?

You will be able to attend the 2022 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CSR2022 and entering the 16-digit control number included in our notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

What is the deadline for shareholder proposals for the 2023 Annual Meeting?

The deadline for submitting a shareholder proposal for inclusion in the proxy materials to be distributed by the Company in connection with the 2023 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is December 5, 2022 (120 days prior to the anniversary of the mailing date of this Proxy Statement). Such proposals must comply with SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

In addition, our Bylaws contain additional advance notice requirements for shareholders who wish to present a proposal, including shareholder nominees for election to the Board, before an annual meeting of shareholders (and not pursuant to Rule 14a-8 of the Exchange Act). According to our Bylaws, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders must be made not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these Bylaw provisions (and not pursuant to Rule 14a-8 of the Exchange Act) must be received no earlier than January 17, 2023 and no later than February 16, 2023. A shareholder’s notice must set forth the information required by our Bylaws with respect to each shareholder proposal.

All notices of proposals by shareholders, whether or not intended to be included in the Company’s proxy materials, should be sent to Centerspace, c/o Secretary, 3100 10^th St SW, P.O. Box 1988, Minot, ND, 58702-1988.

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PROPOSAL 1: ELECTION OF TRUSTEES

Description of Proposal

The Articles of Amendment and Third Restated Declaration of Trust of the Company, as amended (the “Declaration of Trust”) provide that the Board of Trustees will be composed of not less than five nor more than fifteen trustees. The Board currently consists of eight trustees. On January 18, 2022, Rodney Jones-Tyson was appointed as an Independent Trustee by the Board of Trustees of Centerspace. The Board has determined that Mr. Jones-Tyson is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange.

John Schissel, Jeffrey P. Caira, Michael T. Dance, Mark O. Decker, Jr., Emily Nagle Green, Linda J. Hall, Rodney Jones-Tyson, and Mary J. Twinem have been nominated for election as trustees at the Annual Meeting, to serve for a term of one year expiring at the 2023 Annual Meeting of Shareholders or until their successors are duly elected and qualified.

All of the nominees are presently serving as trustees of the Board and were recommended for nomination for re-election by the Nominating and Governance Committee of the Board, and such recommendations were adopted by the Board.

In the unanticipated event that any nominee should become unavailable for election, either the persons named as proxies on the proxy card will have discretionary authority to vote pursuant to the proxy card for a substitute nominee nominated by the Board or the Board, on the recommendation of the Nominating and Governance Committee, may reduce the size of the Board and number of nominees.

The charts below provide additional information regarding the proposed composition of our Board considering the nominees, including age of our trustees, trustee tenure, gender diversity, and Board independence:

Required Vote

The affirmative vote of the holders of a majority of the common shares present in person or by proxy at the Annual Meeting, provided a quorum is present, is required to elect each of the eight trustee nominees.

Vote Recommended

The Board recommends that shareholders vote FOR the election of the eight nominees named in the Proxy Statement as trustees of the Company, each to serve for a term of one year expiring at the 2023 Annual Meeting of Shareholders or until his or her successor is duly elected and qualified.

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Nominees

The following table sets forth the names of and biographical information regarding each of the nominees, including their age as of March 22, 2022, principal occupation, the year they each first became a trustee, their current Board committee memberships and the experience, qualifications, attributes and skills that have led the Board to conclude that they should serve as a trustee of the Company.

John A. Schissel Chair

President and Director for Carr Properties, a privately held REIT

John A. Schissel has served as trustee of the Company since April 19, 2016 and was appointed as Chairman effective December 9, 2021. He has over 30 years of experience collectively in the capital markets and as an executive for both public and private real estate company platforms.

Mr. Schissel currently serves as the President of Carr Properties and is a member of Carr’s Board of Directors. Carr Properties is a privately held REIT focused on the ownership, development, acquisition and management of best-in-class office properties in the Washington, DC, Boston, Massachusetts and Austin, Texas markets. In his role he oversees the Company’s Financial, Human Resource, Operations, Technology, Brand and Hospitality functions. Mr. Schissel served as the Executive Vice President and Chief Financial Officer of Invitation Homes, the nation’s largest owner and operator of single-family rental homes from 2014 to 2015 and Executive Vice President and Chief Financial Officer of BRE Properties, Inc., a NYSE listed multifamily REIT based on the West Coast, from 2009 to 2014. His career experience also includes serving in Wachovia Securities’ Real Estate Investment Banking Group. He received his Bachelor of Science degree in Business Administration with a concentration in finance from Georgetown University.

Mr. Schissel brings the following experience, qualifications, attributes and skills to the Board: corporate finance, capital markets, investment banking, executive management, and strategic planning experience; public company executive management, accounting, and reporting experience from serving as CFO of two publicly-traded REITs; real estate industry investment, development and management experience from his over 30 years in the real estate industry; and his extensive business and personal contacts in the real estate industry.