Ramco-Gershenson Properties Trust (NYSE:RPT) ("Ramco-Gershenson") and
Equity One, Inc. (NYSE:EQY) (“Equity One”) today announced that they
have reached an agreement to settle the proxy contest in connection with
Ramco-Gershenson’s 2009 annual meeting of stockholders to be held on
June 10, 2009. Equity One beneficially owns approximately 9.6% of
Ramco-Gershenson common stock.
Under the terms of the settlement agreement, Ramco-Gershenson will
expand its existing board of trustees to nine members and appoint Equity
One’s two proposed nominees, David J. Nettina and Matthew L. Ostrower,
to the board prior to the 2009 annual meeting. Messrs. Nettina and
Ostrower will be included on the Ramco-Gershenson board-nominated slate
of trustees for election at the 2009 annual meeting and Ramco-Gershenson
will recommend that shareholders vote to elect all of the
Board-nominated trustees.
Equity One has agreed to withdraw its nominees for consideration at the
2009 annual meeting and to vote its shares in favor of the election of
each of Ramco-Gershenson’s trustee nominees at the meeting.
Ramco-Gershenson has agreed to appoint one or both of the Equity One
nominees to each of the Audit, Compensation and Nominating & Corporate
Governance committees of the board. In addition, if the board
subsequently delegates the task of evaluating financial and strategic
alternatives to a newly-constituted or existing committee, the board
will consider in good faith adding one of Equity One’s nominees to that
committee, subject to the board’s fiduciary duties.
“We are pleased that we could arrive at an equitable solution in order
to avoid a prolonged and costly proxy fight. Ramco’s Nominating
Committee met and interviewed both candidates and found them to be
well-qualified and that their inclusion on our board of trustees would
be beneficial to our company,” said Dennis E. Gershenson, Chairman,
President and Chief Executive Officer of Ramco-Gershenson. “We look
forward to the contributions of these two individuals as they work with
our existing board members to promote the best interests of all of our
shareholders.”
“We are very pleased to have reached this settlement with
Ramco-Gershenson,” said Jeffrey S, Olson, Chief Executive Officer of
Equity One. “We are confident that David and Matt will make positive
contributions to the board and the company during their tenure as
trustees for the benefit of all Ramco-Gershenson shareholders.”
Ramco-Gershenson intends to file the full text of the settlement
agreement with the Securities and Exchange Commission.
David J. Nettina
David J.
