Taubman Centers Inc. can’t seem to shake activist investor Lands & Buildings Investment Management.
Not yet two weeks out from failing to get on the mall operator’s board of directors, Lands & Buildings is calling for a special shareholder meeting to “demand” that Taubman’s board of directors immediately enact its “promised and much-needed governance enhancements.”
In order to hold the meeting, at least holders of at least 25 percent of Taubman shares need to call for it.
Should the meeting be held, the firm intends to ask for a vote on the immediate declassification of the Taubman board, which would see all board directors elected annually, and to mandate the replacement of three incumbent directors with three new independent directors sometime before next year’s annual shareholders meeting.
Taubman chairman and chief executive officer Robert Taubman and lead director Myron Ullman have been targets for an ouster by the activist.
Lands & Buildings ceo Jonathan Litt said in a letter that one reason he and the firm’s other board nominee, Charles Elson, did not get the board seats they pushed for is the Taubman family’s 30.2 percent voting power, which is currently the subject of a court complaint in New York federal court.
The other purported reason is the company’s “eleventh hour promises to enhance the company’s governance practices,” according to Litt.
“We were successful in forcing Taubman Centers to admit that it had serious deficiencies within its corporate structure,” Litt added. “However, the company made these hurried promises without truly circumscribing them, thereby allowing the board to kick the can to the 2018 annual meeting perhaps hoping that the disillusionment of investors would fade over time and allow for the board to make merely incremental changes on their own schedule absent shareholder scrutiny.”
In response, a Taubman spokesman said: “Over the past year, Taubman has made significant improvements to our corporate governance practices based on in-depth discussions with shareholders, and we remain focused on enhancing our governance policies through initiatives to accelerate board refreshment and declassify our board, as previously announced. The Taubman Board and management team are committed to serving the best interests of all Taubman shareholders.”
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