Seaport Entertainment Group (SEG) Proxy Filing summary

Executive summary

• Achieved separation from Howard Hughes Holdings Inc. in July 2024 and completed a $166.8 million rights offering in October 2024, strengthening the balance sheet and supporting growth initiatives.

• Internalized food and beverage operations by hiring a team from Creative Culinary Management Company in December 2024, aiming to optimize operations and enhance guest experience.

• Extended a five-year agreement with Live Nation for concert programming at Pier 17, including plans for a seasonal glass enclosure to expand winter events.

• Secured long-term leases with Grupo Gitano and Meow Wolf, bringing new dining and immersive art experiences to Pier 17, expected to attract millions of visitors.

• Focused on enhancing asset value nationwide and positioning for sustainable growth in 2025 and beyond.

Voting matters and shareholder proposals

• Stockholders will vote on the election of five director nominees to serve until the 2026 annual meeting.

• Ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

• Board recommends voting “FOR” all director nominees and the auditor ratification.

• Procedures for submitting shareholder proposals and director nominations for the 2026 annual meeting are outlined, with specific deadlines and requirements.

Board of directors and corporate governance

• Board consists of five members, three of whom are independent under NYSE American rules.

• Pershing Square Capital Management has the right to nominate one director; Anthony F. Massaro is their current nominee.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each composed entirely of independent directors.

• Lead independent director role established; independent directors meet in executive session at least twice per year.

• Stock ownership guidelines require significant equity holdings for executives and directors.

• Insider trading and code of conduct policies are in place, with compliance and reporting procedures.