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Shareholders at EPR Properties (NYSE: EPR) back board, pay and auditor

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EPR Properties reported results from its 2026 annual shareholder meeting. Shareholders elected ten trustee nominees to one-year terms expiring in 2027, with each receiving more votes for than against. Advisory approval of executive compensation passed, with about 46.2 million votes for and 3.0 million against, indicating support for the current pay program. Shareholders also ratified KPMG LLP as independent registered public accounting firm for 2026 with about 58.1 million votes in favor, a large majority of votes cast.

Positive

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Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for Virginia E. Shanks 49,077,050 votes Trustee election at 2026 annual meeting
Votes for Gregory K. Silvers 48,133,828 votes Trustee election at 2026 annual meeting
Say-on-pay votes for 46,207,399 votes Approval of named executive officer compensation
Say-on-pay votes against 3,008,823 votes Opposed named executive officer compensation
Auditor ratification votes for 58,111,016 votes Ratification of KPMG LLP for 2026
Auditor ratification votes against 2,003,383 votes Opposed KPMG LLP for 2026
broker non-votes financial
"the number of abstentions and broker non-votes as to such matters"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis financial
"compensation of the Company's named executive officers ... on a non-binding, advisory basis"
independent registered public accounting firm financial
"ratification of KPMG LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
EPR Properties
(Exact name of registrant as specified in its charter)
Maryland 001-13561 43-1790877
(State or other jurisdiction of
incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
909 Walnut Street,Suite 200
Kansas City,Missouri64106
(Address of principal executive offices) (Zip Code)
(816)472-1700
(Registrant’s telephone number, including area code) 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common shares, par value $0.01 per shareEPRNew York Stock Exchange
5.75% Series C cumulative convertible preferred shares, par value $0.01 per shareEPR PrCNew York Stock Exchange
9.00% Series E cumulative convertible preferred shares, par value $0.01 per shareEPR PrENew York Stock Exchange
5.75% Series G cumulative redeemable preferred shares, par value $0.01 per shareEPR PrGNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    o



Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2026 Annual Meeting of Shareholders of EPR Properties (the "Company") held on May 5, 2026, the matters voted upon and the number of votes cast for or against, as well as the number of abstentions and broker non-votes as to such matters, were as stated below:

Proposal No. 1

The following nominees for trustees were elected to serve one-year terms expiring in 2027:

ForAgainstAbstentionsBroker Non-Votes
Peter C. Brown47,280,218 2,031,879 1,460,921 9,469,327 
William P. Brown49,068,843 231,594 1,472,581 9,469,327 
John P. Case III 48,922,803 387,104 1,463,111 9,469,327 
James B. Connor46,664,195 2,636,334 1,472,489 9,469,327 
Virginia E. Shanks49,077,050 241,172 1,454,796 9,469,327 
Gregory K. Silvers48,133,828 1,165,401 1,473,789 9,469,327 
Robin P. Sterneck47,602,055 1,710,060 1,460,903 9,469,327 
John Peter Suarez48,893,601 406,217 1,473,200 9,469,327 
Lisa G. Trimberger48,642,766 649,913 1,480,339 9,469,327 
Caixia Y. Ziegler48,871,386 416,591 1,485,041 9,469,327 

Proposal No. 2

The shareholders approved the compensation of the Company's named executive officers as presented in the Company's proxy statement on a non-binding, advisory basis:

For46,207,399 
Against3,008,823 
Abstain1,556,796 
Broker Non-Vote9,469,327 
Proposal No. 3

The shareholders approved the ratification of KPMG LLP as the Company's independent registered public accounting firm for 2026:

For58,111,016 
Against2,003,383 
Abstain127,946 
Broker Non-Vote— 



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
EPR PROPERTIES
By: /s/ Mark A. Peterson
 Mark A. Peterson
 Executive Vice President, Treasurer and Chief Financial
Officer
Date: May 7, 2026



















































Source: View Original Filing on SEC EDGAR

FAQ

What did EPR (EPR Properties) report from its 2026 annual meeting?

EPR Properties reported voting results from its 2026 annual shareholder meeting. Shareholders elected all ten trustee nominees, approved executive compensation on an advisory basis, and ratified KPMG LLP as the independent registered public accounting firm for 2026.

Were all EPR trustee nominees elected at the 2026 shareholder meeting?

Yes, all ten EPR Properties trustee nominees were elected to one-year terms expiring in 2027. Each nominee, including Gregory K. Silvers and Virginia E. Shanks, received substantially more votes "for" than "against," with additional abstentions and broker non-votes recorded.

How did EPR shareholders vote on executive compensation in 2026?

EPR Properties shareholders approved executive compensation on a non-binding, advisory basis. The vote totaled 46,207,399 shares for, 3,008,823 against, and 1,556,796 abstentions, with 9,469,327 broker non-votes, signaling broad but not unanimous support for the company’s pay practices.

Which auditor did EPR shareholders ratify for 2026 and by what margin?

Shareholders ratified KPMG LLP as EPR Properties’ independent registered public accounting firm for 2026. The proposal received 58,111,016 votes for, 2,003,383 against, and 127,946 abstentions, with no broker non-votes reported, reflecting strong backing for the auditor choice.

What were broker non-votes in EPR’s 2026 shareholder meeting results?

Broker non-votes represent shares held by brokers that did not vote on certain proposals. At EPR Properties’ 2026 meeting, there were 9,469,327 broker non-votes on trustee elections and the say-on-pay proposal, but none on the auditor ratification, where brokers could exercise discretion.

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