🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A), a formal document sent to shareholders ahead of an annual meeting. Its purpose is to provide all the information needed for shareholders to vote on important company matters. Think of it as an invitation and a ballot for the company's annual shareholder meeting, with detailed explanations of what's being voted on.

The meeting itself is happening virtually on Thursday, May 14, 2026, at 11:00 a.m. Eastern Time. You can't attend in person—everything happens online at www.virtualshareholdermeeting.com/FSP2026.

👉 In short: This document tells you what to vote on, who is running the company, and how the company is governed. Your vote matters.

🏢 What The Company Does

Franklin Street Properties Corp. (NYSE: FSP) is a Real Estate Investment Trust (REIT). In simple terms, it's a company that owns and operates income-producing real estate. It's legally structured to pass most of its profits directly to shareholders.

Business Focus: They specialize in office buildings, primarily in the U.S. sunbelt and mountain west regions (like Texas, Arizona, etc.). They look for "infill" and "central business district" properties—meaning offices in desirable, central urban locations. Their goal is to earn money from rent and from selling properties when their value increases.

They believe their stock price doesn't fully reflect the value of the buildings they own, so they are focused on leasing up empty spaces and selling some properties to pay down debt and unlock value for shareholders.

🚀 Key Moves & Meeting Logistics

This year's meeting has some notable changes and focuses.

Virtual-Only Meeting: For the first time (or as part of a recent trend), the meeting is entirely online. This is designed to enhance participation and allow shareholders anywhere to attend, ask questions, and vote in real-time.
Board Changes in Motion:
- A Resignation & New Appointment: Director Bruce J. Schanzer resigned in October 2025. Per an agreement with a group of shareholders, Jennifer Bitterman was appointed to fill his seat. She is a former CFO with significant real estate finance experience.
- A Retirement: Director Milton P. Wilkins, Jr. is not standing for re-election. His term ends at this meeting.
- The Result: The board size will shrink from six to five members after this annual meeting.
What You're Voting On: Shareholders will vote on three main proposals:
1. Election of 5 Directors: George J. Carter, Georgia Murray, Jennifer Bitterman, John N. Burke, and Dennis J. McGillicuddy.
2. Ratification of Auditors: Approval of Ernst & Young LLP as the company's accounting firm for 2026.
3. Advisory Vote on Pay: A non-binding "say-on-pay" vote to approve executive compensation.

📦 Corporate Governance & The Board

The company emphasizes its strong governance framework. Here’s what that means for shareholders:

Independent Oversight: Four out of the five director nominees are independent (they have no material relationship with the company beyond their board role). Georgia Murray serves as the Lead Independent Director, providing a key check on management.
Committee Structure: The board has three key committees, all made up of independent directors:
- Audit Committee (chaired by John N. Burke): Oversees financial reporting, internal controls, and cybersecurity risks.
- Compensation Committee (chaired by Jennifer Bitterman): Sets pay for executives and directors.
- Nominating & Governance Committee (chaired by Dennis J. McGillicuddy): Finds new directors and oversees governance policies.
Shareholder-Friendly Policies:
- Shareholders can amend the bylaws.
- Directors are elected annually and must win a majority of votes cast.
- There is a clawback policy to recover compensation if financial results are later restated.
- Directors and executives are prohibited from hedging or short-selling company stock.

👥 Director Nominees: Who's Running the Ship?

The five people nominated to lead the company for the next year bring diverse experience, mainly in real estate and finance.

George J. Carter (77): Founder, Chairman, and CEO. The central figure since 2002. His sons are also senior executives (Scott as General Counsel, Jeffrey as President).
Georgia Murray (75): Lead Independent Director. A retired commercial real estate executive with decades of industry experience.
Jennifer Bitterman (42): Newest board member (appointed Oct 2025). CFO of GSA Group, with a strong background in REIT finance (formerly CFO of Cedar Realty Trust).
John N. Burke (64): Audit Committee Chair. A CPA with over 35 years of accounting experience, specializing in real estate and REITs.
Dennis J. McGillicuddy (84): Nominating & Governance Chair. An entrepreneur and private investor, co-founded a cable TV company.

🔮 What's Next & The Bigger Picture

The board and management are signaling a continued focus on operational execution and strategic portfolio management.

The immediate path forward involves:

Executing the Strategy: Continuing to lease vacant office space to boost rental income.
Portfolio Pruning: Selling select properties where they believe the value has been maximized, using the proceeds to pay down debt.
Proving Value: They are persistently trying to convince the market that their stock price is disconnected from the underlying value of their real estate assets.

Why This All Matters to You as a Shareholder: This meeting is your primary chance to influence the company's direction. You are voting on who sits in the boardroom to oversee management (Proposal 1), who checks the company's books (Proposal 2), and whether you endorse the leadership's pay package (Proposal 3). The virtual format aims to make your participation easier than ever.

👍 Strength: Experienced leadership team, especially in real estate. A clear, focused strategy on office assets in growth regions. Strong shareholder-friendly governance policies. ⚠️ Risks: The office real estate market faces structural challenges (e.g., remote work trends). The company's belief that its stock is undervalued indicates market skepticism. Success is heavily dependent on leasing activity and property sale prices in specific geographic markets.

🧠 The Analogy

Think of Franklin Street Properties as a ship (the company) sailing through a tricky sea (the office real estate market). The Board of Directors is the ship's command crew. This proxy statement is the crew roster, the ship's log (governance rules), and the navigational plan (strategy) presented to the ship's owners (the shareholders) for approval. The vote is your chance to confirm you trust the current captains to steer through the challenges.

📇 Key Contacts & People

For Shareholder Communications with the Board: Board of Directors, Attn: Scott H. Carter, Secretary, Franklin Street Properties Corp., 401 Edgewater Place, Suite 200, Wakefield, Massachusetts 01880.
For Proxy Materials & Voting Assistance:
- Website: www.proxyvote.com
- Virtual Meeting Portal: www.virtualshareholdermeeting.com/FSP2026
Company Investor Relations Website: http://www.fspreit.com

🧩 Final Takeaway

This proxy season is about refreshing the board (adding Ms. Bitterman, reducing size) and reaffirming the strategy of actively managing the office property portfolio. Your vote approves the directors who will oversee whether management's plan to unlock hidden value in their real estate assets actually works.

FRANKLIN STREET PROPERTIES CORP /MA/ — DEF 14A Filing