Elme Communities : 2025 Proxy Statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A (RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant o

Check the appropriate box:

• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))x Definitive Proxy Statement
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Elme Communities

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply):

• No fee required.

• Fee paid previously with preliminary materials.
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7550 Wisconsin Avenue, Suite 900 Bethesda, MD 20814 202-774-3200www.elmecommunities.com

April 18, 2024

Dear Shareholder,

You are cordially invited to attend the Annual Meeting of Shareholders of Elme Communities, a Maryland real estate investment trust ("Elme," the "Company," "we" or "us"), to be held on Thursday, May 30, 2024 at 8:30 a.m., Eastern Time (the "Annual Meeting"). The Annual Meeting will be held in virtual meeting format only, which we believe promotes shareholder attendance and participation and is environmentally friendly. During this virtual meeting, you will be able to vote your shares electronically and submit questions. The accompanying Notice of 2024 Annual Meeting of Shareholders and Proxy Statement describes the proposals to be considered and voted upon at the Annual Meeting.

The Board of Trustees of Elme (the "Board") has nominated seven individuals for election as trustees at the Annual Meeting and the Board is recommending that shareholders vote in favor of their election. In addition to the election of the trustees, we are recommending your approval of our executive compensation program in a non- binding advisory vote and your approval of the amendment and restatement of the 2016 Omnibus Incentive Plan. We are also recommending your ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024.

Regardless of the number of shares you own, your vote is important. Please read the Proxy Statement carefully, then complete, sign and return your Proxy Card. You may also authorize a proxy to vote via telephone or the Internet if you prefer by following instructions on the Proxy Card.

The Board appreciates your continued support of Elme and encourages your participation in the Annual Meeting. Whether or not you plan to virtually attend the Annual Meeting, it is important that your shares be represented. Accordingly, please vote your shares as soon as possible.

Sincerely,

/s/ Paul T. McDermott

Paul T. McDermott

Chairman of the Board

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Shareholders to be held on Thursday, May 30, 2024

This Proxy Statement and our 2023 Annual Report to Shareholders

are available athttp://www.edocumentview.com/ELME.

ELME COMMUNITIES

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of Elme Communities:

Notice is hereby given that the Annual Meeting of Shareholders of Elme Communities, a Maryland real estate investment trust ("Elme," the "Company," "we" or "us"), will be held at the time and place below and for the following purposes:

Date:	Thursday, May 30, 2024
Time:	8:30 a.m., Eastern Time
Place:	You can virtually attend the Annual Meeting at http://www.meetnow.global/M7GYTXD.
Record Date:	The trustees have fixed the close of business on March 27, 2024, as the record date for
	determining holders of shares entitled to notice of, and to vote at, the Annual Meeting or
	at any postponement or adjournment thereof.
Items of Business:	1. To elect seven trustees to serve on the Board;

1. To consider and vote on a non-binding, advisory basis upon the compensation of the named executive officers as disclosed in the Proxy Statement pursuant to Item 402 of Regulation S-K;
2. To consider and vote on the amendment and restatement of the 2016 Omnibus Incentive Plan;
3. To consider and vote upon ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024; and
4. To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

Proxy Voting: You are requested, whether or not you plan to be present at the virtual Annual Meeting, to vote, sign and promptly return the Proxy Card. Alternatively, you may authorize a proxy to vote by telephone or the Internet, if you prefer. To do so, you should follow the instructions on the Proxy Card.

Regardless of the number of shares you hold, as a shareholder your role is very important, and the Board strongly encourages you to exercise your right to vote. Pursuant to the U.S. Securities and Exchange Commission's

"notice and access" rules, our Proxy Statement and 2023 Annual Report to Shareholders are available online at

http://www.edocumentview.com/ELME.

By order of the Board of Trustees:

/s/ W. Drew Hammond

W. Drew Hammond

Corporate Secretary

Bethesda, MD

April 18, 2024

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	1
PROPOSAL 1: ELECTION OF TRUSTEES	8
Description of Proposal	8
Voting Matters	8
Recommendation	8
CORPORATE GOVERNANCE AND BOARD MATTERS	9
Board Composition	9
Trustees	10
Board Governance	19
Committee Governance	22
Trustee Nominee Consideration	24
Trustee Compensation	27
Trustee Compensation Table	29
Executive Officers	30
CORPORATE RESPONSIBILITY	33
Environmental Matters	33
Social Matters	34
Corporate Governance Matters	36
PRINCIPAL AND MANAGEMENT SHAREHOLDERS	37
Trustee and Executive Officer Ownership	37
5% Shareholder Ownership	38
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION	39
Description of Proposal	39
Voting Matters	40
Recommendation	40
COMPENSATION DISCUSSION AND ANALYSIS	41
Compensation Objectives and Components	41
Say-On-Pay Results and Consideration	43
Role of Compensation Consultant and 2023 Peer Group Analysis	44
Role of Executives	46
Target Compensation	46
Base Salary	46
Short-Term Incentive Plan (STIP)	47
Long-Term Incentive Plan (LTIP)	52
Other Executive Compensation Components	54
2024 Compensation Outlook	58
Policies Applicable to Executives	59
Tax Deductibility of Executive Compensation	60
Compensation Committee Matters	61
Compensation Policies and Risk Management	61

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Compensation Committee Interlocks and Insider Participation	62
Compensation Committee Report	62
COMPENSATION TABLES	63
Summary Compensation Table	63
Total Direct Compensation Table	65
Grants of Plan-Based Awards	66
Narrative to Summary Compensation and Grants of Plan-Based Awards Table	67
Outstanding Equity Awards at Fiscal Year-End	69
2023 Option Exercises and Stock Vested	70
Supplemental Executive Retirement Plan	70
Potential Payments upon Change in Control	71
Pay Versus Performance	74
CEO Pay Ratio	77
Equity Compensation Plan Information	78
PROPOSAL 3: APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2016 OMNIBUS
INCENTIVE PLAN	79
Description of Proposal	79
Voting Matters	92
Recommendation	92
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	93
Description of Proposal	93
Voting Matters	93
Recommendation	93
ACCOUNTING/AUDIT COMMITTEE MATTERS	94
Principal Accounting Firm Fees	94
Pre-Approval Policies and Procedures	94
Audit Committee Report	95
OTHER MATTERS	97
Solicitation of Proxies	97
Shareholder Proposals for Our 2025 Annual Meeting of Shareholders	97
Annual Report	98
FINANCIAL REPORTING ANNEX	A-1
EXHIBIT A - ELME COMMUNITIES AMENDED AND RESTATED 2016 OMNIBUS INCENTIVE	Exhibit A
PLAN

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7550 Wisconsin Avenue, Suite 900 Bethesda, MD 20814 202-774-3200www.elmecommunities.com

April 18, 2024

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Why am I receiving this Proxy Statement?

This Proxy Statement is furnished by the Board of Trustees (the "Board" or "Board of Trustees") of Elme Communities, a Maryland real estate investment trust ("Elme," the "Company," "we" or "us"), in connection with its solicitation of proxies for exercise at the 2024 Annual Meeting of Shareholders to be held as a virtual meeting (at http://www.meetnow.global/M7GYTXDon Thursday May 30, 2024, at 8:30 a.m., Eastern Time, and at any and all postponements or adjournments thereof (the "Annual Meeting"). Holders of shares as of the close of business on March 27, 2024 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. This Proxy Statement, our 2023 Annual Report (the "Annual Report"), and the Proxy Card are first being made available, and the Important Notice Regarding the Availability of Proxy Materials (the "Proxy Availability Notice") is first being mailed to shareholders of record as of the Record Date on or about April 18, 2024.

The Proxy Statement and Annual Report will also be available at http://www.edocumentview.com/ELME. The mailing address of our principal executive offices is 7550 Wisconsin Avenue, Suite 900, Bethesda MD 20814. We maintain a website at https://www.elmecommunities.com. Information on or accessible through our website is not and should not be considered part of this Proxy Statement.

You should rely only on the information provided in this Proxy Statement. No person is authorized to give any information or to make any representation not contained in this Proxy Statement, and, if given or made, you should not rely on that information or representation as having been authorized by us. You should not assume that the information in this Proxy Statement is accurate as of any date other than the date of this Proxy Statement or, where information relates to another date set forth in this Proxy Statement, then as of that date.

Why didn't I automatically receive a paper copy of the Proxy Card and Annual Report?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials via the Internet. Accordingly, rather than paper copies of all of our proxy materials, we are sending a Notice of Internet Availability of Proxy Materials (the "Proxy Notice") to our shareholders that provides instructions on how to access our proxy materials (Shareholder Meeting Notice, Proxy and Annual Report) on the Internet.

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What is the purpose of the Annual Meeting?

At the Annual Meeting, shareholders will be asked to vote upon the matters set forth in the accompanying notice of annual meeting, including the election of trustees, an advisory resolution on named executive officer compensation, the approval of the amendment and restatement of the 2016 Omnibus Incentive Plan, the ratification of the appointment of our independent registered public accounting firm and such other business as may properly come before the meeting or any postponement or adjournment thereof.

May I attend the meeting and ask questions?

All shareholders of record of common shares (as defined below) at the close of business on the Record Date, or their designated proxies, may virtually attend the Annual Meeting, electronically vote and submit questions, equivalent to in-person meetings of shareholders, by visiting http://www.meetnow.global/M7GYTXD.

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most current version of applicable software and plugins. Note: Internet Explorer is not a supported browser. Participants should ensure that they have a strong internet or Wi-Fi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the meeting prior to the start time.

Shareholders may submit questions prior to the start of the meeting and during the meeting. Participants may submit questions by logging into the virtual meeting at http://www.meetnow.global/M7GYTXDand clicking on the Q&A icon on the right side of the meeting center screen. During the Annual Meeting, we will attempt to answer as many questions submitted by shareholders as time permits. We reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business and topics that relate to or that may take into account material, nonpublic information, pending or threatened litigation, or a personal grievance. Additionally, if we receive substantially similar questions, we may group such questions together and provide a single response for efficiency and to avoid repetition.

How do I attend, ask questions and vote shares at the Annual Meeting?

Attending the Meeting for Shares Registered Directly in the Name of the Shareholder

If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to virtually attend the Annual Meeting. Please follow the instructions on the notice or proxy card that you received.

Attending the Meeting for Shares held in "Street Name"

If you hold your shares in "street name" (i.e., your shares are held in an account maintained by a bank, broker or other nominee), and want to attend the Annual Meeting, you must register in advance of the meeting.

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To register to attend the Annual Meeting, you must submit proof of your proxy power (legal proxy) reflecting your holdings in Elme along with your name and email address to Computershare. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. Eastern Time, on May 27, 2024.

You will receive a confirmation of your registration by email after we receive your registration materials.

Requests for registration should be directed to us at the following:

By email: Forward the email from your broker, or attach an image of your legal proxy, to [e-mail]

By mail: Computershare

Elme Legal Proxy

P.O. Box 43001

Providence, RI 02940-3001

If you do not register to attend the meeting by 5:00 p.m. Eastern Time, on May 27, 2024, you may enter the Annual Meeting as a guest, but you will not have the ability to ask questions or vote.

The online meeting will begin promptly at 8:30 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for check in. Please follow the registration instructions as outlined in this proxy statement.

What if I have technical difficulties or trouble accessing the virtual meeting?

If you need assistance, please call 1-888-724-2416 (US) or 1-781-575-2748 (International).

Why hold a virtual Annual Meeting?

At Elme, we embrace the latest technologies in our business and believe that holding our Annual Meeting virtually not only provides expanded access and improves our communication with shareholders but also yields cost savings. In deciding to hold our meeting virtually again this year, we considered a number of factors, including the technologies available to us, the historical level of shareholder attendance in person (generally less than five each year) prior to the time we began having the Annual Meeting virtually, the cost of holding our Annual Meeting in person, and the success of the prior virtual Annual Meetings. We plan to evaluate annually the method of holding the Annual Meeting, taking into consideration the above factors as well as business and market conditions and the proposed agenda items.

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Who is entitled to vote at the Annual Meeting?

The close of business on March 27, 2024 has been fixed as the Record Date for the determination of shareholders entitled to receive notice of, and to vote at, the Annual Meeting. Our voting securities consist of common shares of beneficial interest, $0.01 par value per share ("common shares"), of which 88,002,977 common shares were outstanding at the close of business on the Record Date. Elme has no other outstanding voting security. Each common share outstanding as of the close of business on the Record Date will be entitled to one vote on each matter properly submitted at the Annual Meeting.

What constitutes a quorum?

The presence of shareholders in person, via attendance at the virtual Annual Meeting or by proxy, entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting. Shareholders do not have cumulative voting rights. Abstentions and broker non-votes, if any, are counted for purposes of determining the presence or absence of a quorum for the transaction of business at the virtual Annual Meeting. A "broker non-vote" occurs when a broker properly executes and returns a proxy card, but does not vote on a matter because the broker does not have discretionary authority to vote the shares on that matter and has not received voting instructions from the beneficial owner. Brokers may vote those shares only on matters deemed "routine" by the New York Stock Exchange (the "NYSE"), the exchange on which our common shares are listed. On non-routine matters, brokers holding shares for a beneficial owner are not entitled to vote without instructions from the beneficial owner.

Proposal 4 (Ratification of Ernst & Young LLP) is the only proposal to be voted upon at the Annual Meeting that is considered "routine" under the NYSE rules. Accordingly, no broker non-votes will arise in the context of voting for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024, and the broker is permitted to vote your shares on such ratification even if the broker does not receive voting instructions from you. The treatment of abstentions and broker non- votes and the vote required to approve each proposal are set forth under the caption "Voting Matters" under each proposal below.

How do I authorize a proxy to vote my shares?

Voting by Proxy for Shares Registered Directly in the Name of the Shareholder

If you are a "registered shareholder" (also known as a "shareholder of record") and hold your common shares in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the proxy holders named in the Proxy Card how to vote your common shares in one of the following ways:

• Vote by Internet. You may authorize a proxy to vote via the Internet by following the instructions provided on your Proxy Card. The website for Internet voting is printed on your Proxy Card. To authorize a proxy to vote your common shares online, you will be asked to enter your control number(s) to ensure the security of your vote. You will find your control number on your Proxy Card received with your Proxy Statement. If you vote by Internet, you do not need to return your Proxy Card.

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