DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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¨   Soliciting Material Pursuant to §240.14a-12

COMMONWEALTH REIT

(Name of the Registrant as Specified In Its Charter)

CORVEX MANAGEMENT LP

KEITH MEISTER

RELATED FUND MANAGEMENT, LLC

RELATED REAL ESTATE RECOVERY FUND GP-A, LLC

RELATED REAL ESTATE RECOVERY FUND GP, L.P.

RELATED REAL ESTATE RECOVERY FUND, L.P.

RRERF ACQUISITION, LLC

JEFF T. BLAU

RICHARD O’TOOLE

DAVID R. JOHNSON

JAMES CORL

EDWARD GLICKMAN

PETER LINNEMAN

JIM LOZIER

KENNETH SHEA

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A Case Study In ‘Worst-In-Class’
Corporate Governance:
The Portnoys’
Red Tape Bylaws
February 6, 2014

Table of Contents
Part I:  Introduction To The
Red Tape Bylaws And Lessons Learned
Part
II:
The
Red
Tape
Bylaws
In
Action
–
Illustrative
Examples
Part III: Appendices
A.  Corvex’s April 12, 2013 Record Date Request
B.  The
Portnoys’
June
4,
2013
“Deficiencies”
Chart
2

I. Introduction To The
Red Tape Bylaws And Lessons
Learned
3

An Introduction To The Red Tape Bylaws
The Portnoys’
Defense Against Shareholder Action
4
•
Given the hefty fees that the Portnoys are extracting every year from CommonWealth, 
it is not surprising that the Portnoys have created a governance structure aimed at
preserving their control over CommonWealth
•
One of the tools the Portnoys used to silence shareholders is a series of bylaw
requirements – referred to as the Red Tape Bylaws – that impose burdensome
information requirements on any shareholder who wants to either initiate an action by
written consent or make trustee nominations and other proposals at an annual meeting
•
Even after Corvex and Related provided more than 700 pages of detailed information for
the ministerial task of requesting a record date on April 12, 2013, the Portnoys and their
beholden trustees proceeded to challenge our compliance with each and every
requirement of the Red Tape Bylaws
•
In fact, the Portnoys refused to even disclose all of their reasons for challenging the
record date request under the Red Tape Bylaws until we asked the Arbitration Panel to
compel them to do so
•
Thereafter, the Portnoys provided to us and the Arbitration Panel on June 4, 2013, the
chart included here in Appendix B

Lessons From Our Experience With The Red Tape Bylaws
The Portnoys’
Strategy To Prevent Shareholder Action
•
The Portnoys, with the assistance of their beholden Trustees, used the Red Tape
Bylaws as a tool to impede shareholder action
•
The Portnoys made us litigate whether we had complied with even the most innocuous
Red Tape Bylaws (e.g., whether we had submitted our request by registered mail,
return
receipt
requested
–
which,
we
did,
in
addition
to
delivering
via
email,
hand
delivery and Federal Express)
–
Many of these same
requirements remain in place even after the Trustees
amended the Bylaws on December 22, 2013 as part of a series of superficial and
reversible “check the box”
governance alterations
•
Further, CommonWealth took the position that no record date would be set until all of
the
Red
Tape
Bylaws
disputes
were
fully
litigated
–
a
process
that
the
Portnoys
hoped
would take no less than 18 months
5
The Portnoys’
actions speak louder than their promises ever will
The
Portnoys
use
absurd
interpretations
of
seemingly
innocuous
language
to
create nearly insurmountable barriers to shareholder action

Lessons From Our Experience With The Red Tape Bylaws
Not The First Time The Portnoys Deployed This Tactic
•
For example, in 2008, Locksmith Capital Management sought to allow shareholders to
elect two independent nominees to the Board of TravelCenters of America, an RMR-
managed public company, and vote to de-classify the Board.
•
Locksmith noted at the time: “Instead of allowing shareholders an opportunity to vote
for our nominees and shareholder proposals, [Barry Portnoy’s Board] invoked
meaningless technicalities in order to create a Soviet style election and entrench the
current
Board
of
Directors.
This
Board
has
no
shame.”
(1)
•
Locksmith also noted at that time: “We continue to be amazed that Barry Portnoy [and
other then-directors of TravelCenters of America] have spent a significant amount of
shareholder
money
in
order
to
disenfranchise
its
shareholders”
(1)
6
(1)
Definitive Additional Solicitation Materials on Schedule 14A Filed on April 24, 2008 by Locksmith Capital Management LLC
Our experience with the Red Tape Bylaws and ensuing protracted litigation is
not the first time the Portnoys have deployed this entrenchment tactic on the
shareholders of an RMR-managed entity, and we firmly believe it will not be the
last time
The Portnoys have a track record of trampling on shareholder rights in situations
even outside of CommonWealth

Lessons From Our Experience With The Red Tape Bylaws
The Silent Bylaw
•
Barry
Portnoy
is
ready
to
spend
tens
of
millions
of
dollars
of
shareholders’
money
to
press litigation of even the most outrageous and frivolous propositions, as long he
thereby delays and frustrates shareholder action
•
Even after thousands of pages of exhibits and over a week of live testimony, Barry
Portnoy refused to concede to the Arbitration Panel at the hearing that he had all of the
information required by the Red Tape Bylaws to set a record date
7
As long as the Portnoys and their beholden Trustees control CommonWealth, no
amount of window dressing will cleanse CommonWealth of the Silent Bylaw
Our
experience
with
the
Portnoys
over
the
past
year
has
revealed
to
us
the
Silent
Bylaw:
Shareholders
must
be
willing
to
spend
tens
of
millions
of
dollars
litigating
with
the
Portnoys
and
RMR
in
order
to
exercise
their
charter-granted
rights

Lessons From Our Experience With The Red Tape Bylaws
A Pattern Of Behavior
•
The Portnoys’
hoped we would give up rather than litigate, just as Locksmith Capital
was forced to do in 2008
•
In
the
same
vein,
the
Portnoys
intend
to
never
allow
shareholders
the
ability
to
choose who manages CWH, in our view, regardless of the seemingly
straightforward nature of their promises
•
If the Portnoys are willing to litigate for 18 months utilizing shareholder funds to
prevent a vote from taking place, imagine how easy it will be for them to simply opt
back into Section 3-803 of MUTA to re-classify the board (assuming the Board gets
de-classified) or again amend the Red Tape Bylaws when a shareholder disagrees
with them
8
We believe the examples in the following section clearly prove that the
Portnoys never
intended to grant us a record date, instead using the ministerial
requirements of a record date request to block shareholder action
The
Portnoys’
intentions
are
revealed
in
their
actions,
not
in
their
promises
or
what is written in their governing documents

II. The Red Tape Bylaws In Action –
Illustrative Examples
9

Examples Of The Portnoys’
Application Of The Red Tape Bylaws
The Portnoy Game Of Gotcha To Prevent Shareholder Action
•
The pages that follow illustrate some of the ways in which the Portnoys
challenged our compliance with the Red Tape Bylaws
•
We also invite you to review our Record Date Request (Appendix A) and the full
chart submitted by the Portnoys and their beholden Trustees
(Appendix B)
•
We believe that a review of these materials clearly demonstrates
that the
Portnoys never intended to grant us a record date
•
It is clear to us that the Portnoys were simply looking for every available excuse
to force us into a protracted litigation with the hope that we would give up in the
process
10
Nothing stops the Portnoys from utilizing this tactic again in the future

11
The Portnoy Game Of Gotcha
The Portnoys Claimed We Did Not Send By Registered Mail, Return Receipt Requested
Reality: The evidence proves that it was (in addition to being delivered via email, hand
delivery and Federal Express):

12
Arbitration Panel ruling: 3%/three-year holding
requirement to request a record date held
invalid as a matter of law
CMF LP has not held 3% of CWH’s shares for 3 years.
Reality
Arbitration Panel ruling: Request that all shares must
be held in certificated form to request a record date
invalid as a matter of law
…CMF LP did not provide a copy of a certificate for all
shares of beneficial interest owned by such shareholder.
Reality
* See pages 23 and 24 in Appendix B
*
The Portnoy Game Of Gotcha

All Corvex/Related trades in CWH are publicly filed in our Schedule
13Ds, which were attached to our Record Date Request
13
* * *
Reality
* See pages 26, 27 and 28 in Appendix B
*
The Portnoy Game Of Gotcha
The Portnoys Claimed We Did Not Disclose Details Of Our Share Holdings
BYLAW REQUIREMENTS
DEFICIENCIES
[Notice must set forth: separately as to each shareholder
giving the notice and any Shareholder Associated Person:]
* * *

*  *  *
14
Page 1 of
Corvex Record
Date Request
Reality
*  *  *
The Portnoy Game Of Gotcha
The Portnoys Claimed We Did Not Disclose Derivative Transactions
BYLAW REQUIREMENTS
DEFICIENCIES
[Notice must set forth: separately as to each shareholder
giving the notice and any Shareholder Associated Person:]

15
Page 1 of
Annex D to
Corvex Record
Date Request
Reality
Arbitration Panel did not require Corvex/Related to disclose confidential offering memoranda
Reality
[Notice must set forth: separately as to each
shareholder giving the notice and any Shareholder
Associated Person:]
Page 1 of
Corvex Record
Date Request
Reality
The Portnoy Game Of Gotcha
The Portnoys Claimed We Did Not Disclose Our Investment Strategy
[Corvex]
BYLAW REQUIREMENTS
DEFICIENCIES

Appendix A: Corvex’s Record Date Request
(1)
(1)
Appendix includes cover letter from Corvex Master Fund LP and Annex D (certain information regarding Corvex Master Fund LP, RRERF
Acquisition,
LLC
and
David
R.
Johnson).
Record
Date
Request
also
attached
a
stock
certificate
demonstrating
record
ownership
of
2,500
common shares of beneficial interest; our Definitive Consent Statement and Supplement No. 1; our original Schedule 13D and the
amendments that had been filed thereto; a record date request letter from David R. Johnson; and a record date request letter from Cede
& Co. on behalf of Corvex Master Fund LP.
16

Corvex Master Fund LP
712 Fifth Avenue, 23rd Floor
New York, New York 10019
April 11, 2013
CommonWealth REIT
Two Newton Place
255 Washington Street
Newton, MA 02458-1634
Attention: Secretary
RE: Request for a Record Date
Ladies and Gentlemen:
On the date hereof, Corvex Master Fund LP, a Cayman Islands limited partnership (“Corvex”), beneficially owns 5,437,750 common shares of
beneficial interest, par value $0.01 per share (“Shares”) of CommonWealth REIT, a Maryland real estate investment trust (the “Company”). A copy of a
stock certificate evidencing Corvex’s ownership of record of 2,500 Shares is set forth in Annex A hereto. Corvex is submitting this notice (together with
the Annexes hereto, this “Notice”) pursuant to the Company’s Amended and Restated Bylaws (the “Bylaws’). Corvex’s address is 712 Fifth Avenue, 23rd
Floor, New York, New York 10019.
Appendix A: Corvex’s Record Date Request
17
Corvex hereby requests a record date to determine the shareholders entitled to act by written consent to remove without cause Barry M. Portnoy,
Adam D. Portnoy, Joseph L. Morea, William A. Lamkin, and Frederick N. Zeytoonjian as trustees of the Company and any other person or persons elected
or appointed to the Board of Trustees of the Company (the “Board”) prior to the effective time of such removal (the “Removal Proposal”). Corvex is
requesting such a record date because it believes that the Shares are currently undervalued and removing the Board would help unlock shareholder
value, which would in turn benefit all shareholders. Except as set forth in this Notice, (i) there are no agreements, arrangements or understandings
between Corvex and any Shareholder Associated Person (as defined in the Bylaws) amongst themselves or with any other person or persons (including
their names) in connection with the proposal of such business by Corvex; (ii) Corvex’s engages in value-based investing across the capital structure in
situations with identifiable catalysts and follows an opportunistic approach to investing with a specific focus on equity investments, special situations
and distressed securities largely in North America; (iii) Corvex and any Shareholder Associated Person have made no purchases or sales of the Shares in
the last 36 months; (iv) Corvex and any Shareholder Associated Person have made no Derivative Transactions (as defined in the Bylaws) in the last 36
months; (v) Corvex and any Shareholder Associated Person have no proportionate interest in Shares or instrument or arrangement of the type

Appendix A: Corvex’s Record Date Request
18
contemplated by the term Derivative Transaction held, directly or indirectly, by a general or limited partnership in which Corvex or any
Shareholder Associated Person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (vi) Corvex
and any Shareholder Associated Person, have no rights to dividends on the Shares owned beneficially by Corvex or any Shareholder Associated
Person that are separated or separable from the underlying Shares. Corvex believes that other shareholders will support the Removal Proposal,
but it is not in a position to make any representation regarding the subject. Additionally, except as set forth in this Notice and/or may result from
the ownership of Shares, Corvex and any Shareholder Associated Person (i) have no material interest in the proposal specified in this Notice and
(ii) do not anticipate any benefit in connection with such business. The investment advisor to Corvex is entitled to a performance related fee
based upon the overall increase in asset value of Corvex’s assets, of which any profit and loss on the Shares would be a component. Corvex
intends to submit a written consent in connection with the proposal specified in this Notice.
          Information concerning Corvex and any Shareholder Associated Person as may purport to be required by the Bylaws, including all
information regarding Corvex’s Share ownership, that is not otherwise included herein, is set forth in (i) the Definitive Consent Solicitation
Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by Corvex Management LP, Related Fund
Management, LLC, et. al., attached hereto as Annex B, (ii) the Schedule 13D and the amendments thereto filed with the SEC by Corvex
Management LP, Related Fund Management, LLC, et. al., attached hereto as Annex C, (iii) the information regarding, among other things,
transactions in Shares, attached hereto as Annex D, (iv) the record date request letter submitted by David R. Johnson, attached hereto as Annex
E and (v) the record date request letter submitted by Cede & Co., attached hereto as Annex F. Except as set forth in this Notice including the
annexes hereto, the information that purports to be required to be provided in connection herewith pursuant to the Bylaws is “not applicable”
or “none,” as appropriate. The undersigned will, upon request, provide any additional information that may be reasonably requested to the
extent germane for the purpose of fixing a record date to determine shareholders entitled to act by written consent with respect to the Removal
Proposal.
         Corvex believes that this notice fully complies with the applicable provisions of the Bylaws, the Company’s Declaration of Trust and
Maryland law. Any claim that this notice is in any way defective or deficient, and all further correspondence on this matter should be addressed
to Eduardo Gallardo at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166, telephone: (212) 351-3847, email:
egallardo@gibsondunn.com, so that there is adequate opportunity to address such claim in a timely fashion. The giving of this Notice is not an
admission that the procedures set forth in the Bylaws are legal, valid or binding, and Corvex is currently challenging certain Bylaws in the Circuit
Court for Baltimore City and reserves all rights to challenge the validity of other Bylaws and reserves all rights to assert a claim for any damages
or costs Corvex may sustain or incur, including attorneys’ fees, in connection with disputes over the validity of this Notice or the Bylaws.
[Signature Page Follows]

ANNEX D
CERTAIN INFORMATION
Corvex Master Fund LP
Corvex Entity
Number of Shares Held
Corvex Master Fund LP
2,748,861
(held through Goldman, Sachs &Co.)
Corvex Master Fund LP
2,686,389
(held through J.P. Morgan Clearing Corp)
Corvex Master Fund LP
2,500
(held of record)
RRERF Acquisition, LLC
Appendix A: Corvex’s Record Date Request
19
Corvex Master Fund LP (“Corvex”) may be deemed to beneficially own 10,855,145.8571 common shares of beneficial interest, par value $0.01 per
share (the “Shares”) of CommonWealth REIT, a Maryland real estate investment trust (the “Company”). This includes (i) 5,437,750 common shares of
beneficial interest of the Company held by certain entities affiliated with Related Fund Management, LLC (the “Related Shares”) and (ii) 9,645.8571 Shares
held in the aggregate by David R. Johnson (the “Additional Shares”) which may be deemed to be beneficially owned by Corvex pursuant to applicable
securities laws. Corvex disclaims beneficial ownership with respect to the Related Shares and the Additional Shares. Corvex’s address as set forth in the
share ledger of the Company is 712 5TH AVE 23RD FLR NEW YORK NY 10019. The information below sets forth Corvex Master Fund LP’s holdings of Shares
of the Company.
RRERF Acquisition, LLC (“RRERF”) may be deemed to beneficially own 10,855,145.8571 Shares of the Company. This includes (i) 5,437,750
common shares of beneficial interest of the Company held by certain entities affiliated with Corvex Management LP and Keith Meister (the “Corvex
Shares”) and (ii) 9,645.8571 Shares held in the aggregate by David R. Johnson (the “Additional Shares”) which may be deemed to be beneficially
owned by RRERF pursuant to applicable securities laws. RRERF disclaims beneficial ownership with respect to the Corvex Shares and the Additional
Shares. RRERF’s address as set forth in the share ledger of the Company is 60 COLUMBUS CIRCLE 18TH FL NEW YORK NY 10023-5802. RRERF is a
wholly owned subsidiary of Related Real Estate Recovery Fund, L.P. (“Related”). The general partner of Related is entitled to a carried interest based
on the return on invested capital across its entire portfolio (including, but not limited to, the investment in the Company). RRERF and Related’s
principal investment objective generally is to invest in: (i) distressed loans originated for new construction, property conversion and renovation; (ii)
distressed loans secured by real estate assets that require significant repositioning, lease-up or improved management; (iii) portfolios of distressed
real estate loans secured by real estate assets held by failed or failing banking and other financial institutions; (iv) other interests in distressed real
estate assets if the general partner believes such assets could benefit from leveraging Related’s operating platform and a modified business plan;
and (v) securities issued by real

estate and other companies with the intent of controlling distressed real estate assets held by such companies. The information below sets forth RRERF’s
holdings of Shares of the Company.
Related Entity
Number of Shares Held
RRERF Acquisition, LLC
5,435,250
(held through Pershing LLC)
RRERF Acquisition, LLC
2,500
(direct registered shares)
David R. Johnson
Appendix A: Corvex’s Record Date Request
20
Mr. Johnson is engaged in the business of commercial and residential real estate sales and leasing. His primary business address is 206 Island View
Lane, Seneca, South Carolina 29672. On April 11, 2013 Mr. Johnson entered into a letter agreement (the “Support Agreement”) with Corvex Management
LP and Related. Pursuant to the Support Agreement, among other things, Mr. Johnson has agreed (i) to cooperate with Corvex and Related with respect to
their efforts to remove the entire board of trustees of the Company, (ii) to vote all of his Shares in favor of the proposal to remove the entire board of
trustees of the Company in connection with Corvex and Related’s solicitation of written consents, at any special meeting or otherwise, and (iii) to certain
transfer restrictions on his Shares. Corvex and Related have agreed to indemnify the Individual Shareholder for certain losses and claims related to Mr.
Johnson’s cooperation with Corvex and Related and to reimburse the Individual Shareholder for his expenses in connection therewith. The form of the
Support Agreement is attached hereto as Exhibit 1.
Except as set forth in this Notice, (i) during the past ten years, Mr. Johnson has not been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) Mr. Johnson does not directly or indirectly beneficially own any securities of the Company; (iii) Mr. Johnson does
not own any securities of the Company which are owned of record but not beneficially; (iv) Mr. Johnson has not purchased or sold any securities of the
Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by Mr. Johnson is
represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) Mr. Johnson is not, or within the past
year was not, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not
limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the
giving or withholding of proxies; (vii) no associate of Mr. Johnson owns beneficially, directly or indirectly, any securities of the Company; (viii) Mr. Johnson
does not own beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) neither Mr. Johnson nor any of his
associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any
currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $120,000; (x) neither Mr. Johnson nor any of his associates has any arrangement or understanding with any person with respect
to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or
may be a party; and

Appendix A: Corvex’s Record Date Request
21
(xi) Neither Mr. Johnson nor any of his associates has a substantial interest, direct or indirect, by security holdings or otherwise in any matter to
be acted on as set forth in this Notice.
 
 
 
 
 
Except as set forth in this Notice, there are no material proceedings to which Mr. Johnson or any of his associates is a party adverse to the
Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. With respect to Mr. Johnson,
none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Securities Exchange Act of 1934, as amended, occurred during the
past ten years.
 
 
 
 
Mr. Johnson beneficially owns 9,645.8571 Shares (representing less than 1% of the Company’s outstanding Shares), which number includes
680.66 Shares which would be received upon the conversion of Mr. Johnson’s 1,415.7559 shares of the Company’s 6 1/2% Series D Cumulative
Convertible Preferred Shares (calculated based upon at a conversion rate of 0.480775 common shares per series D preferred share). By virtue of
the Support Agreement, Mr. Johnson may be deemed to share with the Corvex entities and the Related entities voting power and dispositive
power with respect to the 9,645.8571 additional shares held by Mr. Johnson. Mr. Johnson owns Shares of the Company in several accounts
including: (i) Carolina Premier Property Inc. Profit Sharing Plan (“CPP/PSP”); (ii) The Johnson Family Trust (“D&S Trust”); (iii) David R. Johnson
IRA Contributory Account (“DJ IRA”); (iv) David R. Johnson SEP-IRA (“DJ SEP”); Brett B. Johnson and David R. Johnson as Joint Tenants (“BJDJ”); 
(v)  Sheree Lea Johnson Roth Contributory IRA (“Sheree Roth”); (vi) Carolina Premier Property Inc. (“CPP Corp”); and (vii) Sheree Lea Johnson IRA
Contributory Account (“Sheree IRA”). All of Mr. Johnson’s transactions in the Shares (including shares of HRPT Properties Trust) during the last
thirty-six months are listed below. Mr. Johnson has submitted a request through his broker, Charles Schwab & Co., Inc., to transfer 100 Shares to
record name and have a physical certificate delivered to him.
[Chart detailing each trade since April 2010 included in submission]

Appendix
B:
The
Portnoys’
June
4,
2013
“Deficiencies”
Chart
22

Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart
23

24
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

25
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

26
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

27
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

28
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

29
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

30
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

31
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

32
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

33
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

34
Appendix B: The Portnoys’
June 4, 2013 “Deficiencies”
Chart

Additional Information Regarding The Corvex/Related Solicitation
35
Corvex Management LP and Related Fund Management, LLC have filed
a definitive solicitation statement with the Securities and Exchange
Commission (the “SEC”) to (1)
solicit consents to remove the entire board of trustees of CommonWealth REIT (the “Removal Proposal”), and (2)
elect
five
new
trustees
at
a
special
meeting
of
shareholders
that
must
be
promptly
called
in
the
event
that
the
Removal
Proposal
is
successful.
Investors and security holders are urged to read the definitive solicitation statement and other relevant documents because they
contain important information regarding the solicitation.
The definitive solicitation statement and all other relevant documents are available, free of
charge, on the SEC’s website at
www.sec.gov.