Comrit Investments 1, LP, together with the other participants named herein (collectively, “Comrit”), has filed a definitive proxy statement and accompanying WHITE proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit votes for the election of a highly qualified independent director nominee at the 2022 annual meeting of stockholders of New York City REIT, Inc., a Maryland corporation (the “Company”).
On May 17, 2022, Comrit issued the following press release.
ISS Recommends New York City REIT Stockholders Vote for Sharon Stern on the WHITE Proxy Card
Leading Independent Proxy Advisory Firm Supports the Addition of Comrit’s Highly Qualified Nominee Sharon Stern to NYC REIT’s Board
Report Notes the Company’s “TSR Underperformance, Discount to NAV, and Governance Flaws Confirm That the Dissident has Made a Compelling Case for Change”
Comrit Urges Stockholders to Vote on the WHITE Proxy Card to Elect Ms. Stern and Help Restore Independence and Accountability in the Boardroom
NEW YORK & TEL AVIV, Israel—(BUSINESS WIRE)—Comrit Investments 1, LP (together with its affiliates, “Comrit” or “we”), a long-term stockholder of New York City REIT, Inc. (NYSE: NYC) (“NYC REIT” or the “Company”), today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended the Company’s stockholders vote on the WHITE proxy card to elect Comrit’s independent nominee, Sharon Stern.
In its full report, ISS affirmed the case for boardroom change at NYC REIT and agreed with Comrit’s concerns regarding sustained underperformance and poor corporate governance under the current Board1:
| | • | | “In consideration of the company’s TSR underperformance, persistent discount to NAV, unratified poison pill, and questions about director independence, the dissident has made a case for change.” |
| | • | | “As an externally-managed REIT, the company does not provide sufficient disclosure on the compensation paid to its executives by the external manager to enable shareholders to make an informed decision about the manager’s pay practices.” |
| | • | | “NYC shares meaningfully unperformed the peer median and benchmark index from the date of the public listing to the announcement of the dissident’s campaign.” |
| | • | | “While NYC’s poor operational and share price performance are evident, the most important factor in this campaign is the company’s governance, which has several features that are unfriendly to shareholders.” |
| | • | | “In consideration of the slow-hand poison pill that has never been ratified by shareholders, classified board, interconnections among directors, and overlapping roles for Weil as CEO of both NYC and AR Global, the dissident has raised valid concerns about the board’s willingness to objectively evaluate the performance of its external manager and to act in the best interest of shareholders.” |
| | • | | “Dissident nominee Stern appears to have relevant real estate and public board experience and, perhaps most importantly, she is independent of the company and its external advisor AR Global […] having at least one fully independent director on the board appears to be a good first step.” |
Ziv Sapir, Comrit’s Managing Partner, commented:
“Comrit is very pleased that ISS has recognized the urgent need for change in NYC REIT’s boardroom by recommending stockholders vote on the WHITE proxy card given the Company’s abysmal stockholder returns and poor corporate governance. Stockholders have suffered for too long at the hands of a conflicted Board and management team that have historically prioritized the interests of the Company’s advisor over
| 1 | Permission to quote ISS was neither sought nor obtained. Emphases added. |
