CommonWealth REIT Implements Governance Changes and Simplifies Path for Shareholder Action at 2014 Annual Meeting
23 Dezembro 2013 - 11:00AM
Business Wire
Board Amends Bylaws and Endorses Changes to
Declaration of Trust to Facilitate Shareholder Nominations and
Proposals
Board Commits to De-Staggering at 2014 Annual
Meeting, Opts-Out of MUTA Classified Board Provisions and
Eliminates “Dead Hand Provision” of the “Poison Pill”
Provides Update Regarding Search for New
Independent Trustees to Expand the Size of the Board
CommonWealth REIT (NYSE:CWH) today announced that its Board of
Trustees has, as a result of its continued shareholder engagement
activities, made several significant changes to its governance, as
follows:
- The Board amended CWH’s Bylaws so that
shareholders who own a minimum of $2,000 worth of common shares for
at least one year may make Trustee nominations and shareholder
proposals at CWH's June 2014 annual meeting. In addition, the Board
streamlined the so-called “informational requirements” for making
Trustee nominations and shareholder proposals to facilitate
shareholder participation.
- The Board has endorsed, and will submit
to a shareholder vote at the June 2014 annual meeting, an amendment
to CWH’s Declaration of Trust to adopt a “plurality voting
standard” in contested Trustee elections. The current applicable
Declaration of Trust provision, which has been in effect since
CWH’s formation in 1986, requires a majority of shares outstanding
for all contested Trustee elections.
- The Board has accelerated its prior
commitment to de-stagger the CWH Board by presenting a proposal to
shareholders to amend CWH’s Declaration of Trust at the June 2014
meeting, even prior to resolution of its disputes with Corvex
Management LP and Related Fund Management, LLC (“Corvex/Related”).
Because this change may be adopted while the Corvex/Related hostile
takeover attempts continue, the Board will recommend to
shareholders that the “de-staggering” of the Board be phased-in
over a three year period, starting in 2014. In other words,
assuming shareholders adopt this change at the 2014 annual meeting,
one-third of the Trustees will be elected in 2014, two-thirds of
the Trustees will be elected in 2015, and the entire Board will be
subject to annual elections starting in 2016. To facilitate this
change, CWH has opted-out of provisions of the Maryland Unsolicited
Takeover Act, or MUTA, which require a classified or staggered
Board.
- In response to shareholder suggestions,
effective immediately, the Board has eliminated the so-called “dead
hand” provisions of CWH’s shareholders’ rights plan (the “poison
pill”), which prevents dismantling of the pill by a successor
Board. As announced earlier this year, the Board intends to
accelerate the expiration of the “poison pill,” which currently
expires on October 17, 2014, to a date soon after the resolution of
the disputes with Corvex/Related.
Also, as announced earlier this year, the Nominating and
Governance Committee of the Board (which is comprised solely of
Independent Trustees) continues to work with the executive search
firm Korn / Ferry International to identify potential Independent
Trustee candidates to increase the percentage of Independent
Trustees on the CWH Board. The Nominating and Governance Committee
has interviewed several well qualified candidates that have been
identified by Korn / Ferry International during the last few
months, and it expects to soon announce the appointment of
additional Independent Trustees to the Board.
CWH’s Independent Trustees issued the following joint statement
regarding today’s announcements:
“In response to shareholder suggestions, the
Board continues to move forward to effect governance changes. The
changes announced today provide shareholders with a clear path to
effect any desired change at CommonWealth through customary
channels, and without the disruptive and potentially value
destructive impacts of the hostile takeover advocated by
Corvex/Related.”
CommonWealth REIT is a real estate investment trust that
primarily owns office properties located throughout the United
States. CWH is headquartered in Newton, MA.
WARNING REGARDING
FORWARD LOOKING STATEMENTS
THIS PRESS RELEASE INCLUDES FORWARD LOOKING STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
AND OTHER SECURITIES LAWS. THESE FORWARD LOOKING STATEMENTS ARE
BASED UPON CWH’S AND ITS INDEPENDENT TRUSTEES’ PRESENT BELIEFS AND
EXPECTATIONS, BUT THEY ARE NOT GUARANTEED TO OCCUR AND MAY NOT
OCCUR FOR VARIOUS REASONS, INCLUDING SOME REASONS WHICH ARE BEYOND
CWH’S AND THE INDEPENDENT TRUSTEES’ CONTROL. FOR THESE REASONS,
AMONG OTHERS, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE
UPON FORWARD LOOKING STATEMENTS IN THIS PRESS RELEASE OR THEIR
IMPLICATIONS.
ADDITIONAL INFORMATION
REGARDING THE CONSENT SOLICITATION
CWH, its Trustees and certain of its executive officers, and RMR
and certain of its directors, officers and employees may be deemed
to be participants in the solicitation of consent revocations from
shareholders in connection with the solicitation being conducted by
Corvex/Related. On December 6, 2013, CWH filed a preliminary
consent revocation statement with the Securities and Exchange
Commission, or the SEC, in response to the Corvex/Related
solicitation. CWH will furnish a definitive consent revocation
statement to its shareholders, together with a WHITE consent
revocation card when available. SHAREHOLDERS ARE URGED TO READ THE
CONSENT REVOCATION STATEMENT AND ANY AMENDMENTS OR SUPPLEMENTS
THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT CWH WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Additional information regarding the
identity of the potential participants and their direct or indirect
interests, by share holdings or otherwise, is set forth in the
preliminary consent revocation statement and other materials to be
filed by CWH with the SEC in connection with the solicitation of
revocations of consents.
Shareholders may obtain free of charge copies of the consent
revocation statement and any other documents (when available) filed
by CWH with the SEC in connection with the Corvex/Related
solicitation at the SEC’s website (http://sec.gov), at CWH’s
website (http://cwhreit.com) or by requesting these materials from
Timothy Bonang, by phone at (617) 796-8222, or by mail at Two
Newton Place, 255 Washington Street, Newton, MA 02458 or by
requesting materials from the firm assisting the CWH in the
solicitation of consent revocations, Morrow & Co., LLC, toll
free at (800) 276-3011 (banks and brokers call collect at (203)
658-9400).
A Maryland Real Estate Investment Trust with
transferable shares of beneficial interest listed on the New York
Stock Exchange.
No shareholder, Trustee or officer is
personally liable for any act or obligation of the Trust.
Media:Joele Frank Wilkinson Brimmer KatcherAndrew
Siegel/Jonathan Keehner212-355-4449orInvestor:CommonWealth
REITTimothy A. Bonang, 617-796-8222Vice President, Investor
Relationswww.cwhreit.com
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