Gladstone Commercial (GOOD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 7, 2026, with voting available online, by phone, or by mail.

• Stockholders will vote on electing two directors for terms expiring in 2029 and ratifying PwC as the independent auditor for 2026.

• Proxy materials are distributed primarily via internet to expedite delivery, reduce costs, and support sustainability.

• The record date for voting eligibility is March 13, 2026, with 48,406,993 shares outstanding.

Voting matters and shareholder proposals

• Proposal 1: Elect two directors to serve until the 2029 Annual Meeting.

• Proposal 2: Ratify PwC as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Shareholders may submit proposals for the 2027 meeting by November 20, 2026, and director nominations between February 6 and March 8, 2027.

• Voting is one vote per share; plurality wins for directors, majority for auditor ratification.

Board of directors and corporate governance

• The board consists of seven members divided into three classes, with two up for election in 2026.

• Five directors are independent per Nasdaq standards; two are not due to executive roles.

• The board met four times in 2025, with all members attending at least 75% of meetings.

• Six board committees oversee audit, compensation, executive, offering, ethics/governance, and valuation.

• The board has a combined CEO/Chairman and a Lead Independent Director for balance.