CommonWealth REIT Confirms Commitment to Best in Class Governance by Permanently Waiving Option to Classify its Board Under M...
10 Março 2014 - 10:00AM
Business Wire
CommonWealth REIT (NYSE:CWH) today announced the CWH Board of
Trustees has confirmed its commitment to best in class governance
by permanently waiving the option to classify its Board under
provisions of the Maryland Unsolicited Takeover Act, or MUTA,
unless approved by a majority of common shares outstanding. The
resolution includes the following:
“NOW THEREFORE IT IS HEREBY RESOLVED, that,
pursuant to Section 3-802(c) of the Maryland General Corporation
Law (the “MGCL”), the Company is hereby prohibited from electing to
be subject to the provisions of Section 3-803 or otherwise
providing for the Trustees of the Company to be divided into
classes pursuant to Title 3, Subtitle 8 of the MGCL, and further
provided that the foregoing prohibition may not be repealed unless
the repeal of such prohibition, or the classification of the
Trustees pursuant to Section 3-803, is approved by the holders of
at least a majority of the issued and outstanding shares of
beneficial interest in the Company that would be entitled to vote
thereon;”
A copy of the Articles Supplementary adopted by the Board and
filed with the State Department of Assessments and Taxation of
Maryland making this resolution effective will be filed with the
Securities and Exchange Commission.
As announced last year, the CWH Board has endorsed, and will
submit to a shareholder vote at the June 2014 annual shareholders’
meeting, an amendment to CWH’s Declaration of Trust to allow for
the de-classification of the Board and the annual election of all
Trustees. To facilitate this change, last year CWH opted-out of
MUTA provisions which allow for classifying the Board. The action
announced today permanently precludes the CWH Board from opting-in
to these provisions of MUTA without shareholder approval.
Adam Portnoy, President and Managing Trustee of CWH, made the
following statement regarding today’s announcements:
“The Board’s actions to permanently waive its
right to classify itself under Maryland law demonstrate our
commitment to best in class corporate governance and confirm that
CWH’s many corporate governance enhancements are irreversible and
sincere.”
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.
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/Corvex. On January
29, 2014, CWH filed a definitive consent revocation statement with
the 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 entitled to
deliver a written revocation in connection with the consent
solicitation. SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE 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 Bonang, 617-796-8222Vice President, Investor
RelationsorJason Fredette, 617-796-8222Director, Investor
Relationswww.cwhreit.com
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