REITs Executive Compensation Guide

Stockholder Advisory Votes on Executive Compensation As a result of the enactment of the Dodd-Frank Act, the SEC adopted Rule 14a-21 under the Exchange Act, which provides that companies must submit to their stockholders so-called “Say-on-Pay,” “Say-on-Frequency” and “Say-on-Golden Parachute” advisory votes, each of which is described below. The Say-on-Pay and Say-on-Frequency advisory votes must appear as separate items on the ballots relating to the company’s annual or other meeting of stockholders at which directors are elected. The Say-on-Golden Parachute advisory vote must be included in certain transactional proxy statements, as discussed below. Emerging growth companies are exempted from the Say-on-Pay, Say-on-Frequency and Say-on-Golden Parachute vote requirements as long as they retain emerging growth company status. A broker non-vote occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have discretionary authority to vote on the matter and has not received voting instructions from its clients. If that happens, the nominees may vote those shares only on matters deemed “routine.” Where a proposal is not “routine,” a broker who has not received instructions from its clients does not have discretion to vote its clients’ uninstructed shares on that particular proposal. Votes on executive compensation matters are deemed “non-routine,” and, accordingly, brokers are not able to cast votes on Say-on-Pay, Say-on-Frequency or Say-on-Golden Parachute proposals if clients do not provide voting instructions on these proposals. BROKER NON-VOTES

Say-on-Pay Proposals Rule 14a-21 under the Exchange Act requires companies subject to the SEC’s proxy rules to provide their stockholders with a non-binding, advisory vote on the compensation of the company’s NEOs (see “Proxy Statement—Determination of Named Executive Officers” above for a discussion regarding the identification of a company’s NEOs). proposal does not require the company’s board of directors to modify its executive compensation practices. However, Item 402(b)(1) of Regulation S-K requires the company to disclose in its CD&A whether, and, if so, how, the outcome of the most recent Say-on-Pay vote was considered by the company in setting compensation. The frequency with which the company submits Say-on-Pay votes to its stockholders is determined by the company’s board of directors (subject to the requirement to hold a Say-on-Pay vote at least once every three years), but is typically informed by the results of the company’s Say-on-Frequency advisory vote, discussed below. As a non-binding, advisory vote, the failure to obtain majority approval of the company’s Say-on-Pay THE FOLLOWING IS SAMPLE DISCLOSURE THAT A COMPANY MAY USE IN CONNECTION WITH A SAY-ON-PAY PROPOSAL: We are asking our stockholders to indicate their support for the compensation of our NEOs as set forth in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting: RESOLVED, that the compensation paid to REIT X’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.

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