Leading Proxy Advisory Firms Support Blackwells’ Case for Board Change at Global Net Lease, Inc. and The Necessity Retail REIT, Inc.
10 Maio 2023 - 2:57PM
Business Wire
Glass Lewis, a Leading Proxy Advisory Firm,
Recommends GNL and RTL Stockholders Vote on the WHITE Universal Proxy Card to Elect Blackwells’
Two Nominees: Jim Lozier and Richard O'Toole
Recommendation Follows Federal Court
Decision Last Week Rejecting GNL’s and RTL’s Request for an
Injunction to Bar Blackwells’ from Soliciting Support for its
Director Candidates
Blackwells Demands that AR Global (GNL’s and
RTL’s External Manager) Abandon Its Desperate Litigation Tactics
and Efforts to Hold Phony Elections
GNL’s and RTL’s Stocks Plunge as Abysmal
First Quarter 2023 Results Show Increasing Shareholder Dollars
Directed Towards AR Global’s Pockets as Payments to it Exceed $1
Billion Dollars
Blackwells Encourages Fellow GNL and RTL
Stockholders to Vote on Blackwells’ WHITE Universal Proxy Card and Obtain Voting
Information at www.StopARGlobal.com
Blackwells Capital LLC (together with its affiliates,
“Blackwells” or “we”) today announced that Glass, Lewis & Co
LLC (“Glass Lewis”), a leading independent proxy advisory firm, has
endorsed its case for boardroom change at Global Net Lease, Inc.
(NYSE: GNL) (“GNL” or “the Company”) and The Necessity Retail REIT,
Inc. (NYSE: RTL) (“RTL” or “the Company”).
In supporting Blackwells’ case for change, Glass Lewis has
recommended that stockholders vote on the WHITE universal proxy card to elect both of
its highly qualified and independent candidates – Jim Lozier and
Richard O'Toole – to GNL and RTL’s Board of Directors (the
“Boards”).
Glass Lewis’ recommendation follows Institutional Shareholder
Services, Inc. (“ISS”) recommendation to withhold support from GNL
and RTL’s incumbent director candidates. In its report, ISS
highlighted that the unilateral bylaw amendment contrived by the
directors of GNL and RTL to disenfranchise shareholders and deny
them the opportunity to vote for Blackwells’ nominees was contrived
and nothing more than an entrenchment tactic among highlighting
other numerous governance deficiencies.
This years’ ISS report follows reports from the last two years
where ISS has repeatedly refused to endorse the incumbent nominees
at GNL and RTL.
Jason Aintabi, Founder and Chief Investment Officer of
Blackwells, commented:
“We believe the time has come to say goodnight to the AR Global
complex. With Glass Lewis and ISS now shining spotlights on the
severe issues affecting investors at GNL and RTL, Blackwells again
calls on Michael Weil and his putative puppet-master Nick Schorch
to stop managing all forms of public assets. The years of abysmal
results at each publicly listed entity under the millstone of AR
Global, juxtaposed against the astronomical fees that AR Global
continues to accumulate, is no longer tolerable. We will continue
our fight to ensure that shareholders have a vote at this year’s
annual meetings despite what we believe are continued attempts to
hold phony elections.”
Blackwells calls on GNL and RTL stockholders
to vote on the WHITE universal proxy
card to end the value destructive entrenchment of their External
Manager, AR Global.
In its report regarding GNL, Glass Lewis notes the
following:1
- “[…] we believe there are several reasons shareholders should
vote on the Dissident's WHITE proxy card at this time.
Central to this view are Glass Lewis'
long-standing concerns with the Company's corporate governance
policies, classified board structure, external management
structure, director commitments and affiliations, disregard of
fundamental shareholder rights, and unresponsiveness to the
shareholder dissatisfaction which has been expressed
repeatedly at the Company's prior annual meetings.”
- “[…] we note that Messrs. Nelson and
Weil, Jr. both served on the board when the Company adopted a
shareholder rights plan without shareholder approval. We
believe shareholder rights plans are generally not in the best
interest of shareholders, as they can reduce management
accountability by substantially limiting opportunities for
corporate takeovers or changes in management.”
- “Glass Lewis considers [the managing
director] bylaw provision to be extremely problematic,
not only for this year's director election but also for each
election every three years hereafter, assuming the board maintains
its classified structure and director configuration.”
- “[…] the Company's performance,
discount to NAV and valuation are among the worst-in-class relative
to peers, and the management
fees the Company pays to AR Global are effectively the
highest, on a relative basis, compared to peers.”
Additionally, in its report regarding RTL, Glass Lewis notes the
following:2
- “[…] we believe there are several reasons shareholders should
vote on the Dissident's WHITE proxy card at this time.
Central to this view are Glass Lewis'
long-standing concerns with the Company's corporate governance
policies, classified board structure, external management
structure, director commitments and affiliations, disregard of
fundamental shareholder rights, and unresponsiveness to the
shareholder dissatisfaction which has been expressed
repeatedly at the Company's prior annual meetings.”
- “In particular, we note that the
Company's nominees both served on the board when the Company
adopted a shareholder rights plan without shareholder
approval. We believe shareholder rights plans are
generally not in the best interest of shareholders, as they can
reduce management accountability by substantially limiting
opportunities for corporate takeovers or changes in
management.”
- “The ‘managing director’ bylaw provision would seemingly apply
to any director candidate nominated by an outside shareholder in
the years when directors affiliated with AR Global or the Company
are up for election […] Glass Lewis
considers this bylaw provision to be extremely problematic, not
only for this year's director election but also for each election
every three years hereafter, assuming the board maintains its
classified structure and director configuration.”
- “In our opinion, [the ‘managing
director bylaw provision] is an attempt to disenfranchise
shareholders and shield insiders from accountability,
which only continues the board's track record of disregarding
shareholders' interests.”
- “[…] the Company's performance,
discount to NAV and valuation are among the worst-in-class relative
to peers, and the management
fees the Company pays to AR Global are effectively the
highest, on a relative basis, compared to peers.”
IMPORTANT ADDITIONAL INFORMATION
Blackwells Onshore I LLC (“Blackwells Onshore”), Blackwells
Capital LLC (“Blackwells Capital”), Jason Aintabi (collectively,
Mr. Aintabi, Blackwells Onshore and Blackwells Capital,
“Blackwells”), Related Fund Management, LLC (“RFM”), Richard
O’Toole and James L. Lozier (collectively, Blackwells, RFM and
Messrs. O’Toole and Lozier, the “Participants”) are participants in
the solicitation of proxies from the stockholders of RTL in
connection with the 2023 annual meeting of stockholders (including
any other meeting of shareholders held in lieu thereof and
adjournments, postponements, reschedulings or continuations
thereof, the “Annual Meeting”). The Participants have filed with
the SEC a definitive proxy statement (the “Proxy Statement”) and
accompanying WHITE Universal
Proxy Card to be used in connection with any such solicitation of
proxies from RTL’s stockholders for the Annual Meeting. BLACKWELLS
STRONGLY ADVISES ALL STOCKHOLDERS OF RTL TO READ THE PROXY
STATEMENT, THE ACCOMPANYING WHITE UNIVERSAL PROXY CARD AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY THE PARTICIPANTS, AS THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION
RELATED TO THE PARTICIPANTS AND THEIR DIRECT OR INDIRECT INTERESTS,
BY SECURITY HOLDINGS OR OTHERWISE. The Proxy Statement and an
accompanying WHITE Universal
Proxy Card are being furnished to some or all of RTL’s stockholders
and are available, along with any amendments or supplements to the
Proxy Statement and other relevant documents, at no charge on the
SEC’s website at http://www.sec.gov/. In addition, the Participants
will provide copies of the Proxy Statement without charge upon
request. Requests for copies should be directed to Blackwells
Onshore.
1 Permission to quote Glass Lewis was neither sought nor
obtained. Emphases added. 2 Permission to quote Glass Lewis was
neither sought nor obtained. Emphases added.
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version on businesswire.com: https://www.businesswire.com/news/home/20230510005923/en/
Morrow Sodali (800) 662-5200 blackwells@morrowsodali.com Gagnier
Communications Dan Gagnier (646) 569-5897 blackwells@gagnierfc.com
Longacre Square Partners (646) 386-0091
blackwells@longacresquare.com
Necessity Retail REIT (NASDAQ:RTL)
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