Exhibit 99.1
CEDAR REALTY TRUST ANNOUNCES APPOINTMENT OF THREE NEW INDEPENDENT DIRECTORS
Reaches Agreements with Camac Partners and Ewing Morris & Co.
Port Washington, NY – April 28, 2021 – Cedar Realty Trust, Inc. (NYSE: CDR) (“Cedar” or the “Company”), today announced that it has agreed to appoint three new independent directors, Darcy D. Morris, Richard H. Ross, and Sharon Stern, to the Company’s Board of Directors (the “Board”), effective immediately, each with terms expiring at the Company’s upcoming 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). The Company has also agreed to nominate the three new independent directors for election at the 2021 Annual Meeting. In addition, longtime directors Pamela Hootkin and Roger Widmann will retire from the Board, effective as of the 2021 Annual Meeting. With the addition of the three new independent directors, the size of the Board will temporarily increase from seven to ten directors, and upon the conclusion of the 2021 Annual Meeting, the Board will be reduced to eight directors, seven of which will be independent.
These appointments are in connection with the separate Cooperation Agreements that Cedar entered into with Camac Partners LLC and certain of its affiliates (“Camac”) and Ewing Morris & Co. Investment Partners Ltd. and certain of its affiliates (“Ewing Morris”) pursuant to which Camac and Ewing Morris will each withdraw their director nominations previously submitted to Cedar and will support the Board’s full slate of directors at the 2021 Annual Meeting. Camac and Ewing Morris also agreed to abide by customary standstill provisions and voting commitments.
Gregg Gonsalves, Chairman of the Board of Cedar, commented, “Cedar’s Board of Directors is committed to adhering to the highest standards of corporate governance and acting in our shareholders’ best interests. To that end, after thoughtful deliberation, and in consultation with our shareholders, we are pleased to welcome Darcy, Richard, and Sharon to our Board and look forward to working collaboratively with them to reach our goal of delivering superior shareholder value in the years ahead. Our new directors bring substantial real estate and capital markets industry expertise and fresh perspectives, and further enhance our Board’s alignment with shareholders. On behalf of the Board, we thank Pam and Roger for their dedication and contributions to Cedar over many years.”
The full Cooperation Agreements will be filed by Cedar with the U.S. Securities and Exchange Commission as exhibits to a Current Report on Form 8-K. BofA Securities is acting as Cedar’s financial advisor, and Goodwin Procter LLP is acting as legal counsel. Wilson Sonsini Goodrich & Rosati, Professional Corporation is acting as legal counsel to Camac. Olshan Frome Wolosky LLP is acting as legal counsel to Ewing Morris.
About Darcy D. Morris
Darcy D. Morris is a co-founder of Ewing Morris, a value driven Canadian boutique investment firm, and has served as its Co-President and Chief Executive Officer, since June 2011. Prior to co-founding Ewing Morris, he served as a Portfolio Manager at MacDougall, MacDougall & MacTier Inc., a wealth management firm subsequently acquired by Raymond James Ltd. Mr. Morris currently serves on the Board of The Caldwell Partners International Inc. (TSX: CWL), an executive search firm, is Treasurer of the Toronto Public Library Foundation and is President of the Art Gallery of Ontario (AGO) Foundation. Mr. Morris received an Honours Bachelor of Arts in Political Studies from Queen’s University and was awarded the Canadian Investment Manager designation in 2010.