Retail Opportunity Investments Corp. said Lee Neibart will remain a director of the company after its board rejected his offer to step down.
Neibart, in accordance with the company's majority vote policy, tendered his resignation after receiving more "withheld" votes than "for" votes for his board reelection at the shopping center real estate investment trust's annual shareholder meeting in April.
Retail Opportunity noted that the board and its nominating and corporate governance committee resolved that Neibart's departure would be detrimental to the best interests of the company and its shareholders.
The REIT said the board and committee believed ISS Proxy Advisory Services' "withhold" vote recommendation for Neibart substantially influenced the vote results, arguing that the proxy adviser based its recommendation solely on the fact that Neibart did not attend at least 75% of the board and committee meetings held in 2018. The board and committee, however, found the reasons for Neibart's absence from the 2018 meetings to be acceptable and that he had historically attended at least 75% of the meetings in each year prior, the REIT added.
"The Committee and the Board considered the influence that the ISS recommendation had on the election results, especially since multiple US institutional investors as a matter of policy or structure follow ISS recommendations without exercising independent judgment on matters presented to stockholders," the REIT said.
Neibart will remain a board member until the 2020 annual shareholder meeting, according to a June 4 filing.