New YorkREIT said that its board's nominating and corporate governancecommittee retained executive search firm Spencer Stuart to identify potential newindependent board members, and will consider candidates put forward by theactivist WW Investors LLC.
The company noted in a Sept. 26 release that it has been indiscussions about the assignment with the firm "for a number ofweeks" and "has engaged in discussions" with Michael Ashner andSteven Witkoff, the joint owners of WW Investors.
"Having heard from our stockholders regarding theappointment of new members to our Board of Directors, we are moving forward toidentify the most qualified candidates," Randolph Read, board chairman andcommittee member, said.
Earlier the same day, Ashner, on behalf of WW Investors,which has pushed formonths for a slate of new independent directors to effect the company's plannedliquidation, issued aletter to Read detailing the shareholder's "frustrations with theself-interested and intransigent position of the Board which makesreconciliation of issues currently impossible."
In the letter, Ashner detailed recent turns in itsdiscussions with the current New York REIT board, which resulted in WWInvestors conceding to an eight-member board that would include two of itsnominees, as well as a "reasonable share ownership maintenance level,"among other things, as long as New York REIT opted out of a staggered board andagreed to hold the company's annual shareholder meeting and a meeting to voteon the liquidation plan simultaneously.
WW Investors also attacked in the letter the "demand"made by certain current New York REIT board directors in the negotiations thatWW Investors' nominees remain "non-voting" board members until afterthe annual board election.
"We cannot endorse or become subject to a prearrangedoutcome for which we had no input," Ashner said.
Ashner and Witkoff urged shareholders to put pressure on thecompany's leadership for board representation, the dual-election process andpermanently opting out of staggering the board.
In addition to Ashner and Witkoff, WW Investors hasnominated to the New York REIT board former Wellington Management Co. partnerand Senior Vice President James Hoffmann, Roscommon Capital LP principalGregory Hughes, and Imowitz Koenig & Co. LLP co-founder and co-managingpartner Neil Koenig.