Shareholders vote against election of trustee, so CommonWealth board members appoint him to fill his own vacancy caused by his own resignation triggered by his own electoral smackdown at the hands of the shareholders.
At the annual meeting of the CommonWealth REIT (CWH) shareholders on May 14, 2013, CommonWealth’s shareholders voted on the election of Joseph L. Morea with the following results:
- For — 11,956,566
- Against — 42,925,604
- Withhold — 1,538,660
- Broker Non-Votes — 16,974,981
One would then assume that Mr. Morea lost and would be sent packing.
One would be wrong.
As a result of the vote, Mr. Morea resigned from the CommonWealth Board of Trustees, which was quite sporting of him. CommonWealth realized that it had a vacancy on the Board. Who could possibly fill it?
How about . . . Joseph Morea? He seems to be available due to a recent firing. But, would he accept such a responsibility? Answer: Yes!!!!
Moreover, Mr. Morea will serve on CommonWealth’s Audit Committee, Compensation Committee and Nominating and Governance Committee. Corporate Governance, thy name is CommonWealth!
As we previously reported, Corvex Management and Related Fund Management have been engaged in a takeover battle for CommonWealth and have also launched a consent solicitation to remove the current trustees. As you can imagine, they were not pleased with the results.
“It is alarming that CommonWealth’s Board would take a mulligan and re-appoint a director who did not receive support of shareholders for re-election to the Board. Shareholders sent a resounding message that they are displeased with the status quo – followed by an undeniable response from the Board that they have complete and utter disregard for their rights and will stop at nothing to further the Portnoys’ self-serving agenda. To be clear, we are not attempting a hostile takeover, but, rather are pursuing the only path to put an end to CommonWealth’s continued value destruction and egregious corporate governance practices. We strongly urge all shareholders to support our consent solicitation to remove the entire Board.”
Balls, thy name is CommonWealth.