JBG SMITH Properties (JBGS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 24, 2025, to be held virtually, with shareholders voting on board elections, executive compensation, and auditor ratification.

• 2024 highlights include rapid lease-up of new multifamily assets, $373.7M in asset dispositions, strong office leasing, and continued sustainability leadership.

• Share repurchase program reduced outstanding shares by 38% since 2020; significant debt refinancing completed.

• Company maintains a focus on placemaking, sustainability, and affordable housing, with 75% of holdings in National Landing.

Voting matters and shareholder proposals

• Shareholders to elect 10 trustees, approve executive compensation (say-on-pay), and ratify Deloitte & Touche LLP as auditor for 2025.

• Board recommends voting FOR all proposals.

• Proxy access and special meeting rights available to shareholders; proposals for 2026 meeting must be submitted by November 12, 2025.

Board of directors and corporate governance

• Board comprises 10 trustees, 9 of whom are independent; annual elections and majority voting standard in place.

• Committees (Audit, Compensation, Governance) are fully independent; board diversity in skills and experience.

• Share ownership guidelines require significant equity holdings by executives and trustees.

• No poison pill; shareholders can amend bylaws and call special meetings.