Taubman Centers Inc. shareholders decided they liked activist Jonathan Litt well enough to put him on the board, but nixed his proposal to eliminate the company’s dual-class stock structure.
Litt has been steadily needling for change at Taubman through his firm, Land & Buildings. He tried to get on the board last year, but fell short.
The Bloomfield Hills, Mich.-based real estate company said shareholders supported the election of Litt to the board, as well as its nominees, Mayree Clark and Michael Embler.
The company’s board and management thanked “shareholders for their support and valuable feedback” and welcomed Litt.
“We look forward to working collaboratively to build on the company’s track record of success,” the firm said in its statement. “We remain committed to acting in the best interests of shareholders and building on the company’s long, proven track-record of shareholder value creation.”
The non-binding proposal from Litt that shareholders rejected would have the company exchange its preferred shares, which are owned mostly by the Taubman family, with 8 million shares of common stock.
The company urged shareholders to reject the plan, saying it “would create a misalignment of economic and voting interests” and that, “The company’s existing structure has contributed to its long-term stability and perspective, and has resulted in long-term superior performance.”
The activist, however, has plenty of other ideas.
Litt, whose bid for a board seat got the thumbs up from the influential proxy services Glass Lewis and Institutional Shareholder Services, has said he would immediately make a number of proposals if elected, including:
* Changing the company’s bylaws to allow for simple majority voting instead of a supermajority vote standard.
* Splitting the chairman and chief executive officer roles.
* Forming a capital allocation committee to evaluate ways to improve performance, including strategic alternatives, capital allocation and operations.
* Seeking to sell assets.
The proxy fight might be over, but it seems that the boardroom battle might be just getting started.