Boston PropertiesInc.'s board is getting a makeover.
The company said in a filing that co-founder Mortimer Zuckerman,currently chairman of the board, will not stand for re-election at the annual meetingin mid-May. Zuckerman has been given the honorary title of chairman emeritus, effectiveat the end of his term as director. He will continue to attend board meetings and"provide advice and counsel."
Zuckerman steppeddown as CEO in April 2013, and he became nonexecutive chairman at the end of 2014.
Ivan Seidenberg, currently the lead independent director, willalso not stand for re-election. Joel Klein will assume the role of lead independentdirector immediately following the meeting. Until the board elects a chairman tosucceed Zuckerman, the lead independent director will preside at board meetings,and the other functional responsibilities of the chairman will be split betweenthe lead independent director and the CEO.
A year ago, a shareholder proposed that the company's chairman should be an independent director who has not previously served as an executiveofficer of the company. The Massachusetts Laborers' Pension Fund, which at the timeheld about 253 shares of the company's common stock, stated, "We believe thatan independent chairman who sets agendas, priorities and procedures for the boardcan enhance board oversight of management and help ensure the objective functioningof an effective board."
Shareholders voted the proposal.
Further, the board named two new nominees: Karen Dykstra andBruce Duncan.
Dykstra most recently served as AOL Inc.'s chief financial andadministrative officer. Boston Properties highlighted her insights on the technologyindustry, which it said it expects to lease an increasing share of its overall portfolio.
Duncan is the president and CEO of First Industrial Realty Trust Inc. and board chairman ofStarwood Hotels & Resorts WorldwideInc.