WSR - LEADING PROXY ADVISORY FIRM ISS RECOMMENDS WHITESTONE REIT SHAREHOLDERS VOTE FOR CHANGE USING EREZ ASSET MANAGEMENT'S BLUE PROXY CARD | Benzinga
ISS Finds that Erez Makes a "Compelling Case" and Erez Nominee Bruce Schanzer Would Bring Relevant Shopping Center REIT Experience, an Independent Perspective, and a History of Engaging Collaboratively with Shareholders to the Board
Erez Encourages Whitestone Shareholders to Vote "FOR" Catherine Clark and Bruce Schanzer and to "WITHHOLD" from David Taylor and Nandita Berry Using the BLUE Proxy Card
NEW ROCHELLE, N.Y., April 30, 2024 /PRNewswire/ -- Erez Asset Management, LLC ("Erez"), a shareholder of Whitestone REIT (NYSE:WSR) ("Whitestone" or the "Company") which has nominated two candidates for election at Whitestone's upcoming 2024 Annual Meeting of Shareholders, today announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended shareholders vote on Erez's BLUE proxy card "FOR" Erez nominee Bruce Schanzer and "WITHOLD" from Whitestone nominee Nandita Berry.
ISS concluded that Erez "has made a compelling case that a degree of change is needed that departs from the [incumbent] board's insular approach to refreshment and to improve transparency with shareholders." In reaching this conclusion, ISS indicated that it believed "the board also made a number of questionable governance decisions in recent years."
In the report outlining its recommendations, ISS also stated the following:
- "… the board's refreshment has been insular and there are legitimate concerns regarding the board's transparency with its shareholders."
- "The dissident's concerns regarding the board's independence and lack of transparency are relevant, given a history of insular refreshment and limited disclosure. The firing of a long-tenured CEO for unspecified transgressions and the departure of a director indicted for serious financial crimes raise questions regarding the board's decision to opt for management continuity and its refreshment process."
- "[S]ince defeating the two dissident candidates in 2018 …, the board has only appointed new directors sourced from its own network, a factor that undermines the independence of the new nominees."
- "The board's decision not to provide shareholders with any additional information in the wake of media reports regarding the offer from Fortress is also questionable. (…) The board's argument that now is not the appropriate time to sell the company may well be right; however, its lack of communication with shareholders makes it difficult to simply trust its views on the matter or assess its receptiveness to would-be acquirers."
"The dissident also raises reasonable questions regarding the company's ability to compete over the longer term given its size and persistent trading discount to its NAV. Though the company is a significant laggard to peers in this metric, the board appears to be dismissive of this issue by not addressing it in its response to the dissident critique. These factors lend credibility to the notion that WSR's TSR may in fact be ...