CommonWealth REIT Announces Window for Making Trustee Nominations & Shareholder Proposals at June 13, 2014 Annual Shareholder...
21 Fevereiro 2014 - 11:15AM
Business Wire
CWH Has Adopted Meaningful Changes to Corporate
Governance and Encourages Shareholders to Participate in Annual
Meeting
CommonWealth REIT (NYSE: CWH) today announced that, beginning
today, Friday, February 21, 2014, through Monday, March 24, 2014,
shareholders who have owned a minimum of $2,000 worth of common
shares for at least one year may make Trustee nominations and
shareholder proposals for consideration at CWH’s annual
shareholders’ meeting on June 13, 2014.
In 2013, CWH’s Board adopted meaningful changes to CWH’s
governance in response to suggestions from shareholders, including
simplifying the path for shareholder actions at annual
shareholders’ meetings. Among the matters to be considered at the
2014 annual shareholders’ meeting will be Board proposals to amend
CWH’s Declaration of Trust to provide for: (i) annual election of
all Trustees and (ii) a plurality voting standard in contested
Trustee elections.
CWH also confirmed that the CWH Board’s Nominating and
Governance Committee continues to work with the executive search
firm Korn / Ferry International to identify additional Independent
Trustee candidates for the Board. In addition to the two highly
qualified Independent Trustees that were recently added to the CWH
Board, the Board is committed to adding at least one more
additional Independent Trustee and to designating a Lead
Independent Trustee, with clear and robust responsibilities, by the
time of the June 2014 annual shareholders’ meeting.
Adam Portnoy, President and Managing Trustee of CWH, made the
following statement regarding today’s announcement:
“During the last year, and after meeting with
a large number of shareholders, the Board implemented many
meaningful changes to CWH’s governance, including some changes that
require shareholder approval at this year’s annual meeting.
Shareholders have a clear path to effect any desired change at CWH
through customary channels and without the disruptive and
potentially value destructive impact of the hostile takeover
advocated by Related/Corvex. We encourage all shareholders to
participate in the June 2014 annual meeting.”
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 PRESENT BELIEFS AND EXPECTATIONS, BUT THEY ARE NOT
GUARANTEED TO OCCUR AND MAY NOT OCCUR FOR VARIOUS REASONS,
INCLUDING SOME REASONS BEYOND CWH’S 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
Reit Management & Research LLC, 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 Related Fund Management,
LLC and Corvex Management LP (“Related/Corvex”). On January 29,
2014, CWH filed a definitive consent revocation statement with the
Securities and Exchange Commission (“SEC”) in response to the
Related/Corvex solicitation and has mailed the definitive consent
revocation statement and form of WHITE consent revocation card to
each shareholder. SHAREHOLDERS ARE URGED TO READ THE CONSENT
REVOCATION STATEMENT FILED WITH THE SEC, AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS THAT CWH MAY
FILE WITH THE SEC WHEN THEY BECOME AVAILABLE, BECAUSE THEY 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
definitive consent revocation statement filed by CWH with the SEC
in connection with the solicitation of revocations of consents.
Shareholders may obtain free of charge copies of the definitive
consent revocation statement and any other documents filed by CWH
with the SEC in connection with the Related/Corvex 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 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 BonangVice President, Investor RelationsorJason
FredetteDirector, Investor Relations617-796-8222www.cwhreit.com
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