In arriving at their recommendation, Glass Lewis stated that “the board's case proves more persuasive at this time, due in no small part to observable trends in Whitestone's operating performance, financial condition and corporate governance which suggest the Company is credibly executing on its promulgated tack following the ouster of former CEO
Furthermore, Glass Lewis recognized our transparency with shareholders by writing that “Whitestone has responded to speculative transaction commentary by expressing a willingness to consider available alternatives” and acknowledged our significant corporate governance improvements by adding that “the Company has, across the last five years, replaced two-thirds of the sitting board and reshaped the executive team.”
With respect to Erez Asset Management (“Erez” or the “Dissident”), Glass Lewis wrote that “the Dissident’s governance case is largely a miss for a variety of reasons” and added that the “Dissident appears more interested in engaging with a broader analytical framework predating significant changes to management and the board.” In evaluating Erez’s nominees, Glass Lewis concluded that “other than highlighting the professional background of nominees
Glass Lewis ultimately questions the motivations of Erez, stating that “Erez’s sole substantive plan submitted to the board was for an “orderly and well-managed corporate unwind scenario” underpinned by a process “similar” to what
Furthermore, in reviewing Bruce Schanzer’s track record at Cedar, Glass Lewis highlighted the historical disconnect between pay and performance, and further added that their historical “F” grades on Cedar “raise additional doubt as to
Separately, ISS also acknowledged that Whitestone is “in the midst of a turnaround, with promising results since Holeman took over as CEO,” further noting that “The Company’s outperformance against its peers and the broader market since the appointment of a new CEO indicates the market’s positive view on Holeman’s execution since January 2022.”
ISS also put the spotlight on Erez and its nominees’ fixation with a sale process by stating that “The board's concern that the dissident is primarily focused on a potential sale transaction may have a reasonable basis, given the context of Schanzer's initial approach and his apparent pursuit of financing sources and outreach to the company’s former CEO.”
Commenting on the Glass Lewis recommendation, the Whitestone Board of Trustees issued the following statement:
- The recommendation from Glass Lewis to support all of Whitestone’s Board nominees is a validation of the ongoing successful turnaround strategy executed by our new management team and overseen by our existing Board since we reset the Company on
January 18, 2022 . - Whitestone’s turnaround and outperformance since 2022 – independently corroborated by both Glass Lewis and ISS – validate the Board’s decisive action to terminate the former CEO for cause and comprehensively refresh the Board and management team, which was a process led by Mr.
David Taylor and Ms.Nandita Berry as change agents and newly appointed leaders of the Board in 2022. - We believe our reset strategy has momentum and can capture upside potential at Whitestone. We also believe that replacing Mr.
David Taylor and Ms.Nandita Berry with the proposed candidates from the Dissident would disrupt our strategy, interrupt the Company’s momentum, and ultimately destroy shareholder value. The Dissident’s fixation with a sale process given prevailing adverse market conditions speaks volumes about their strategic misjudgment. - We at Whitestone are our own change agents. We carefully evaluate all opportunities to maximize shareholder value against our going-concern business plan. We are not opposed to selling the Company or exploring strategic alternatives if they lead to maximizing shareholder value. But we also do not want to shortchange shareholders by running a hasty sale process at the wrong time, as the Dissident seems to be recommending.
We urge shareholders to protect the value of their investment and NOT to vote for ANY Erez nominees, but to follow the Glass Lewis’ recommendation by voting for all the Company’s board nominees using the WHITE proxy card today.
Whitestone reminds shareholders that every vote is important, no matter how many or few shares it represents. Shareholders are urged to discard any BLUE proxy materials they may have received and only vote using the WHITE proxy card.
Whitestone shareholders who have any questions or require any assistance with voting may contact our proxy solicitation firm,
Whitestone’s definitive proxy materials and other materials regarding the Board’s recommendation for the 2024 Annual Meeting can be found at: https://ir.whitestonereit.com/financial-reporting/documents/default.aspx
Investor and Media Contact:
Director, Investor Relations
(713) 435-2219
ir@whitestonereit.com
About
Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.
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This Report contains forward-looking statements within the meaning of the federal securities laws, including discussion and analysis of our financial condition and results of operations, statements related to our expectations regarding the performance of our business, and other matters. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our management based on its knowledge and understanding of our business and industry. Forward-looking statements are typically identified by the use of terms such as “may,” “will,” “should,” “potential,” “predicts,” “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates” or the negative of such terms and variations of these words and similar expressions, although not all forward-looking statements include these words. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements.
Factors that could cause actual results to differ materially from any forward-looking statements made in this Report include: the imposition of federal income taxes if we fail to qualify as a real estate investment trust (“REIT”) in any taxable year or forego an opportunity to ensure REIT status; uncertainties related to the national economy, the real estate industry in general and in our specific markets; legislative or regulatory changes, including changes to laws governing REITs; adverse economic or real estate developments or conditions in
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