UCP Inc. agreed to put PICO Holdings Inc.'s nominee to UCP's board of directors and PICO's charter and bylaw amendments to a vote at the company's annual shareholder meeting.
In connection with the nomination of Keith Locker, UCP's board will increase to seven members from six, effective immediately after the annual meeting.
Locker is CEO and president of Inlet Capital Management LLC, and has served on the boards of Sunstone Hotel Investors Inc. and New York REIT.
Other proposals to be voted on at the meeting include declassifying the UCP board, allowing stockholders who own at least 25% of UCP's outstanding shares to call for special shareholder meetings, permitting stockholders to act by written consent, and allowing shareholders to remove UCP board members with or without cause.
In connection with UCP's board declassification, PICO has to agreed to vote for three independent directors at all times. All the proposed governance amendments require approval by a majority of the entire voting power of the minority shareholders of UCP.