Douglas Emmett (DEI) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to be held virtually, with registration required by May 27, 2025.

• Record date for voting is April 1, 2025, with 167,446,350 shares outstanding and one vote per share.

• Board recommends voting FOR all proposals: election of eight directors, ratification of Ernst & Young LLP as auditor, and approval of executive compensation.

• Proxy materials and annual report are available online and by mail.

Voting matters and shareholder proposals

• Proposal 1: Elect eight directors to serve until the 2026 annual meeting; two current directors are retiring.

• Proposal 2: Ratify Ernst & Young LLP as independent auditor for 2025.

• Proposal 3: Approve, in a non-binding advisory vote, 2024 executive compensation (say-on-pay).

• Board recommends FOR all proposals; plurality required for directors, majority for other proposals.

• No shareholder proposals were received for the 2025 meeting.

Board of directors and corporate governance

• Board reduced from ten to eight members; average independent director tenure is eleven years.

• All non-employee directors are independent per NYSE rules.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and reviewed annually.

• Directors and executive officers must meet equity ownership requirements; all are in compliance.