DEF 14A

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Table of Contents

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DEF 14A 1 d291892ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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 under § 240.14a-12

EPR Properties

(Name of Registrant as Specified In Its Charter)

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

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LOGO

NOTICE OF 2022 ANNUAL MEETING

OF SHAREHOLDERS

Meeting Information


Date:		May 27, 2022
Time:		11:00 a.m.
Location:		EPR Properties
		909 Walnut Street, Suite 200
		Kansas City, Missouri 64106

April 14, 2022

Dear Shareholders:

The 2022 annual meeting of shareholders of EPR Properties will be held at our offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106 on May 27, 2022 at 11:00 a.m. (local time). At the meeting, our shareholders will vote:

•

To elect Thomas M. Bloch, Peter C. Brown, James B. Connor, Jack A. Newman, Jr., Virginia E. Shanks, Gregory K. Silvers, Robin P. Sterneck, Lisa G. Trimberger and Caixia Ziegler as trustees to serve for a one-year term (Proposal No. 1);

•

To approve our named executive officers’ compensation in an advisory vote (Proposal No. 2); and

•

To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022 (Proposal No. 3).

Shareholders will also transact any other business that may properly come before the meeting.

All holders of record of our common shares at the close of business on March 7, 2022 are entitled to vote at the meeting or any postponement or adjournment of the meeting.

We are pleased to continue to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials to their shareholders over the Internet. As a result, we are mailing to our shareholders a notice instead of a printed copy of this proxy statement and our 2021 annual report to shareholders. The notice contains instructions on how to access those documents over the Internet. The notice also contains instructions on how each of those shareholders can receive a printed copy of our proxy materials, including this proxy statement, our 2021 annual report to shareholders and a form of proxy card or voting instruction form. Continuing to employ this distribution process will conserve natural resources and reduce the costs of printing and distributing our proxy materials.

You are cordially invited to attend the meeting in person. Whether or not you intend to be present at the meeting, our Board of Trustees asks that you vote as promptly as possible. You may vote by proxy over the Internet or by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction form. Please review the instructions on each of your voting options described in this proxy statement, as well as in the notice you received in the mail. Your vote is important and all shareholders are encouraged to attend the meeting and vote in person or by proxy.

BY ORDER OF THE BOARD OF TRUSTEES

LOGO

Craig L. Evans

Executive Vice President, General Counsel and Secretary

909 Walnut, Suite 200 Kansas City, MO 64106 816.472.1700 Toll Free: 888 EPR REIT Fax: 816.472.5794 www.eprkc.com

Proxy Statement

EPR Properties

909 Walnut Street, Suite 200

Kansas City, Missouri 64106

LOGO

This proxy statement (this “Proxy Statement”) provides information about the 2022 annual meeting of shareholders (the “Annual Meeting”) of EPR Properties (“we,” “us” or the “Company”) to be held at our offices at 909 Walnut Street, Suite 200, Kansas City, Missouri 64106, on May 27, 2022, beginning at 11:00 a.m. (local time), and at any postponements or adjournments of the meeting.

The Notice Regarding the Availability of Proxy Materials and this Proxy Statement and form of proxy are being distributed and made available on or about April 14, 2022.

TABLE OF CONTENTS

LOGO



		Page

PROXY STATEMENT SUMMARY		1

ABOUT THE PROXY MATERIALS AND ANNUAL MEETING		10

COMPANY GOVERNANCE		15

PROPOSAL NO. 1 – ELECTION OF TRUSTEES		15

ADDITIONAL INFORMATION CONCERNING THE BOARD OF TRUSTEES		23

TRUSTEE COMPENSATION		32

TRUSTEE COMPENSATION FOR FISCAL 2021		33

EXECUTIVE OFFICERS		35

EXECUTIVE COMPENSATION		37

PROPOSAL NO. 2 – ADVISORY VOTE TO APPROVE NEO COMPENSATION		37

COMPENSATION DISCUSSION AND ANALYSIS		38

SUMMARY COMPENSATION TABLE		59

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2021		61

OUTSTANDING EQUITY AWARDS AT 2021 FISCAL YEAR-END		63

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2021		65

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL		66

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		70

CEO PAY RATIO		70

EQUITY COMPENSATION PLAN INFORMATION		72

COMPENSATION COMMITTEE REPORT		73

AUDIT COMMITTEE REPORT		74

TRANSACTIONS BETWEEN THE COMPANY AND TRUSTEES, OFFICERS OR THEIR AFFILIATES		75

PROPOSAL NO. 3 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		76

SHARE OWNERSHIP		78

SHAREHOLDER PROPOSALS, TRUSTEE NOMINATIONS AND RELATED BYLAW PROVISIONS		81

OTHER MATTERS		83

MISCELLANEOUS		84

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Annual Meeting Information:


		Time and Date:		11:00 a.m. (local time) on Friday, May 27, 2022

		Place:		EPR Properties 909 Walnut Street, Suite 200 Kansas City, Missouri 64106

		Record Date:		March 7, 2022

		Voting:		Only shareholders of record at the close of business on March 7, 2022 are entitled to notice of, and to vote at, the Annual Meeting.

		How to Vote:		If you are a shareholder of record, you may vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials, or in person at the Annual Meeting. If you are a beneficial owner of our common shares of beneficial interest held in “street name,” you may vote at the Annual Meeting if you obtain a proxy from your bank, broker or other nominee that holds your shares. You may also vote over the Internet, or by telephone or by mail if you received a printed set of proxy materials.

		Attending the Annual Meeting:		All shareholders as of the close of business on the record date, or their duly appointed proxies, may attend the Annual Meeting. Please note that if you hold your shares in “street name” through a broker, bank or other nominee, you will need to bring a legal proxy from your broker, bank or other nominee (the shareholder of record).

Annual Meeting Agenda and Voting Recommendations:


Proposal		Board’s Voting Recommendation	Page
No. 1	Election of Trustees	“FOR” each trustee nominee		15
The Company is asking shareholders to elect nine trustee nominees to the Board. The Board believes that the nominees possess the necessary experience, qualifications, attributes and skills to serve as trustees.
No. 2	Advisory Vote to Approve NEO Compensation	“FOR”		37
The Company is asking shareholders to approve, on an advisory basis, the compensation for the named executive officers disclosed in these proxy materials.
No. 3	Ratification of Appointment of Independent Registered Public Accounting Firm	“FOR”		76
The Company and the Audit Committee are asking shareholders to ratify the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Trustee Nominees:

The following table provides summary information about each trustee nominee.

Name

Age

Trustee Since

Principal Occupation

Committee
Memberships

Thomas Bloch⁽¹⁾

2013

Retired President and Chief Executive Officer of H&R Block, Inc.

Nominating/ Company Governance (Chair) and Compensation and Human Capital

Peter C. Brown⁽¹⁾

2010

Chairman of Grassmere Partners, LLC and Retired Chairman, Chief Executive Officer and President of AMC Entertainment Inc.

Audit and Finance (Chair)

James B. Connor⁽¹⁾

2019

Chairman and Chief Executive Officer of

Duke Realty Corporation

Compensation and Human Capital and Nominating/Company Governance

Jack A. Newman, Jr.⁽¹⁾

2009

Owner of Jack Newman Advisory Services and Retired Executive Vice President of Cerner Corporation

Audit (Chair) and Nominating/Company Governance

Virginia E. Shanks⁽¹⁾

2019

Retired Executive Vice President and Chief Administrative Officer of Pinnacle Entertainment, Inc.

Audit and Compensation and Human Capital

Gregory K. Silvers

2015

Chief Executive Officer and President of EPR Properties

—

Robin P. Sterneck⁽¹⁾

2013

President of Highland Birch Group

Compensation and Human Capital (Chair) and Nominating/Company Governance

Lisa G. Trimberger⁽¹⁾

2022

Principal and Co-Owner of Mack Capital Investments LLC

Audit and Finance

Caixia Ziegler⁽¹⁾

2022

Managing Director of Real Assets and Sustainable Investments at The John D. and Catherine T. MacArthur Foundation

Finance and Nominating/Company Governance

(1) Independent Trustee

Corporate Governance Highlights:

•

All but one of the trustees are independent and meet regularly in executive session.

•

The roles of Chief Executive Officer and Chairman of the Board are separate. The Board announced its intention to elect Gregory K. Silvers, our Chief Executive Officer and President, to the position of Chairman of the Board, and Virginia E. Shanks to the position of Lead Independent Director, in each case, following the Annual Meeting.

•

We have adopted a majority vote standard for the election of trustees.

•

We impose trustee age limits.

•

Only independent trustees are Committee members.

•

The Board has a robust trustee nominee selection process.

•

The Board has share ownership guidelines for trustees and executive officers.

•

The Company has an anti-hedging policy.

•

Board, Committee and trustee performance evaluations are performed annually.

•

The Board and Committees are responsible for risk oversight.

•

The Nominating/Company Governance Committee is responsible for oversight of the Company’s strategy on corporate social responsibility and sustainability.

•

Shareholders are permitted to make amendments to the Bylaws.

•

The Board is not classified and each trustee is subject to reelection at each annual meeting of the shareholders.

•

Each of our trustees attended at least 91% of the meetings of the Board and 90% of the meetings of the Committees on which they served during the 2021 fiscal year.

•

Each of our trustees attended the Company’s 2021 Annual Meeting of Shareholders.

The Continuing Impact of the COVID-19 Pandemic:

Throughout the year, we continued to navigate the COVID-19 pandemic, working closely with tenants. Our properties reopened as vaccines became broadly available and as this happened there was strong pent-up demand for the activities our properties offer. The strength of this consumer-led recovery across our experiential properties was illustrated by our increased level of cash collections throughout the year. As the year progressed, we met the criteria which allowed for early termination of our debt covenant relief and resumption of our monthly cash dividend to common shareholders. In the fourth quarter, we announced several items which enhanced our financial position, including cash collections which exceeded expectations, a new $1.0 billion revolving credit facility and successful issuance of $400.0 million in unsecured notes at a record low coupon for the Company. Our strengthened profile led to rating agency upgrades. With a solidified balance sheet position and an active pipeline, we believe that we are well-positioned to accelerate our growth and expand our portfolio with diversified experiential properties.

We believe that our position is further supported by the fact that our customers offer popular and affordable entertainment and social outlet options, particularly through our theatres, eat & play and cultural venues. Additionally, we believe we benefited from our regional destinations (experiential lodging, ski, attractions and gaming properties) which are drive-to locations that do not require air travel. For a more detailed discussion of our response to the continuing challenges of the COVID-19 pandemic during 2021, see “Compensation Discussion and Analysis – 2021 Results and Accomplishments.”

Financial Highlights:

The following are financial highlights of 2021:

•

Total revenue was $531.7 million for 2021, representing a 28.2% increase from 2020.

•

Net income available to common shareholders for 2021 was $74.5 million, or $1.00 per diluted common share, compared to net loss available to common shareholders of $155.9 million, or a loss of $2.05 per diluted common share, for 2020.

•

FFO (a non-GAAP financial measure) for 2021 was $225.6 million, or $3.02 per diluted common share, compared to $38.7 million, or $0.51 per diluted common share, for 2020.⁽¹⁾

•

FFO as adjusted (a non-GAAP financial measure) for 2021 was $231.3 million, or $3.09 per diluted common share, compared to $108.7 million, or $1.43 per diluted common share, for 2020, representing a 116.1% increase in per share results.⁽¹⁾

•

On July 12, 2021, we elected early termination of the covenant relief period relating to our consolidated credit agreement and certain private placement notes.

•

During the third quarter of 2021, we resumed the payment of our monthly cash dividend at the level of $0.25 per common share.

•

Cash collections from customers continued to improve throughout 2021, reaching 97% of contractual cash revenue⁽²⁾ for the fourth quarter of 2021.

•

We collected a total of $63.8 million of deferred rent and interest from accrual basis tenants and borrowers and approximately $7.0 million in deferred rent from cash basis tenants and from tenants for which the deferred payments were not previously recognized as revenue.

•

We entered into a new amended and restated $1.0 billion unsecured revolving credit facility that matures in October 2025 with options to extend for a total of 12 additional months, subject to conditions, and subsequent to December 31, 2021, amended our private placement note agreement primarily to capture the improvements in valuation of certain investment types included in our new revolving credit facility.

•

We issued $400.0 million in new senior unsecured notes, and paid off our $400.0 million term lo

2022 Proxy Statement

Page 1

SEC Form DEF 14A filed by EPR Properties