Whitestone REIT received notice that Erez Asset Management, LLC
("Erez") has nominated two candidates to stand for election to the
Board of Trustees of Whitestone REIT (the “Whitestone Board”) at
the 2024 annual meeting. The Whitestone REIT Nominating and
Governance Committee (“the Committee”) has conducted a
comprehensive review and evaluation of Erez candidates Bruce
Schanzer and Catherine Clark. Our review and evaluation process
included individual interviews with both candidates (and an
additional interview with a third Erez candidate, who has withdrawn
his candidacy), a thorough review of the backgrounds and track
records of both candidates, and responses to our follow-up
questions post interviews.
The interviews took place on February 1, 2024,
for Mr. Schanzer and on February 5, 2024, for Mrs. Clark. The
Committee had follow-up questions and requested supplemental
information on February 9, 2024, which it received on February 13,
2024.
Pursuant to the recommendation of the Committee,
the Whitestone Board will not nominate either candidate. During
their interviews, neither candidate recommended any changes to the
Company’s business or financial strategy, or its corporate
governance. Furthermore (and surprisingly), neither displayed more
than a cursory understanding of Whitestone’s portfolio, its
markets, or its business strategy during their interviews. Both
remained fixated on Mr. Schanzer’s original and vague proposal
advocating for “a sale of assets or of the company outright” as the
only way to generate shareholder value.
The Whitestone Board continuously evaluates all
avenues to maximize value for shareholders and is always committed
to advancing their best interests. Given the strong total
shareholder returns generated for Whitestone shareholders since the
new executive team was appointed in January 2022, both Erez
candidates ignore the reality of Whitestone’s sector-leading
performance and the obligation of board members to properly
evaluate all avenues for value creation.
The Whitestone Board has strong retail REIT
experience, as well as experience across a full range of
disciplines that enhance their oversight capabilities. Details on
board member qualifications can be found on Whitestone's investor
relations website.
Whitestone’s Board and Management team regularly
engages with its shareholders and has received strong support from
the majority of the shareholder base related to decisions driving
company performance and to governance improvements made over the
course of the last two years.
The Whitestone Board will present its formal
recommendation on the nominees in the Company's definitive proxy
statement, which will be filed with the Securities and Exchange
Commission and mailed to all shareholders eligible to vote at the
2024 Annual Meeting. The date of the Company's 2024 Annual Meeting
has not yet been announced. Whitestone REIT shareholders are not
required to take any action at this time.
About Whitestone REIT
Whitestone REIT (NYSE: WSR) is a
community-centered real estate investment trust (REIT) that
acquires, owns, operates, and develops open-air, retail centers
located in some of the fastest growing markets in the country:
Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.
Our centers are convenience focused:
merchandised with a mix of service-oriented tenants providing food
(restaurants and grocers), self-care (health and fitness), services
(financial and logistics), education and entertainment to the
surrounding communities. The Company believes its strong community
connections and deep tenant relationships are key to the success of
its current centers and its acquisition strategy. For additional
information, please visit the Company's investor relations
website.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the federal securities laws,
including discussion and analysis of our expected proxy contest,
trustee nominees, Board focus and business outlook. These
forward-looking statements are not historical facts but are the
intent, belief or current expectations of our management based on
its knowledge and understanding of our business and industry.
Forward-looking statements are typically identified by the use of
terms such as “may,” “will,” “should,” “potential,” “predicts,”
“anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,”
“estimates” or the negative of such terms and variations of these
words and similar expressions, although not all forward-looking
statements include these words. These statements are not guarantees
of future performance and are subject to risks, uncertainties and
other factors, some of which are beyond our control, are difficult
to predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking
statements.
Factors that could cause actual results to
differ materially from any forward-looking statements made in this
Report include: the imposition of federal income taxes if we fail
to qualify as a real estate investment trust (“REIT”) in any
taxable year or forego an opportunity to ensure REIT status;
uncertainties related to the national economy, the real estate
industry in general and in our specific markets; legislative or
regulatory changes, including changes to laws governing REITs;
adverse economic or real estate developments or conditions in Texas
or Arizona, Houston and Phoenix in particular, including the
potential impact of COVID-19 on our tenants’ ability to pay their
rent, which could result in bad debt allowances or straight-line
rent reserve adjustments; inflation and increases in interest
rates, operating costs or general and administrative expenses;
availability and terms of capital and financing, both to fund our
operations and to refinance our indebtedness as it matures;
decreases in rental rates or increases in vacancy rates; litigation
risks; lease-up risks, including leasing risks arising from
exclusivity and consent provisions in leases with significant
tenants; our inability to renew tenant leases or obtain new tenant
leases upon the expiration of existing leases; our inability to
generate sufficient cash flows due to market conditions,
competition, uninsured losses, changes in tax or other applicable
laws; geopolitical conflicts, such as the ongoing conflict between
Russia and Ukraine; the need to fund tenant improvements or other
capital expenditures out of operating cash flow; and the risk that
we are unable to raise capital for working capital, acquisitions or
other uses on attractive terms or at all and other factors detailed
in the Company's most recent Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q and other documents the Company files with the
Securities and Exchange Commission from time to time.
Additional Information and Where to Find it
Whitestone REIT intends to file a proxy
statement and WHITE proxy card with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from Company shareholders. COMPANY
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION.
Whitestone REIT, its trustees and certain of its
executive officers may be deemed to be participants in the
solicitation of proxies from Company shareholders in connection
with the matters to be considered at the Company’s 2024 Annual
Meeting. Information regarding the ownership of the Company’s
trustees and executive officers in Company common shares and other
securities is included in their SEC filings on Forms 3, 4, and 5,
which can be found through the Company’s website
(www.whitestonereit.com) in the section “Investor Relations” or
through the SEC’s website at www.sec.gov. Information can also be
found in the Company’s other SEC filings, including the Company’s
Annual Report on Form 10-K. More detailed and updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC in connection with the Company’s 2024 Annual Meeting.
Shareholders will be able to obtain any proxy statement, any
amendments or supplements to the proxy statement and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge at the Company’s website at www.whitestonereit.com.
Investor and Media Contact:
David MordyDirector of Investor RelationsWhitestone REIT(713)
435-2219ir@whitestonereit.com
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