Announces Director Slate for 2019 Annual Meeting
Taubman Centers, Inc. (NYSE: TCO) (the "Company") today
announced that its Board of Directors has nominated Michelle J.
Goldberg, a Partner at Ignition Partners and a Venture Partner at
SoGal Ventures with significant technology, investment, retail
disruption, finance and digital media expertise, as well as board
experience, to stand for election to the Company’s Board at the
2019 Annual Meeting of Shareholders.
New director nominee Ms. Goldberg is a seasoned technology
investor with strategic, financial and governance experience and a
focus on consumer-facing, digital media and retail opportunities
leveraging data analytics and investing in emerging consumer
technologies. She also has a deep understanding of enterprise
technology, including cloud computing, big data, scalability and
SaaS. She is a partner of Ignition Partners (since 2007), a venture
capital fund dedicated to funding and cultivating entrepreneurs in
technology, and a Venture Partner at SoGal Ventures (since 2017), a
female-led fund investing in how the next generation lives, works
and stays healthy.
Ms. Goldberg has substantial public company board and corporate
governance experience and has served as a board member, observer
and advisor to a number of technology companies. She currently
serves on the board of Legg Mason, Inc. (NYSE: LM) as a member of
the Audit Committee and the Risk Committee and previously served on
the board of Plum Creek Timber Company, Inc. (NYSE:PCL), a REIT
specializing in the timber industry, where she was a member of the
Compensation Committee until Plum Creek’s merger with Weyerhaeuser
(NYSE:WY). Over the past two decades, she has also served on
various privately held portfolio company boards, including in the
mobile, social and digital commerce and enterprise software
industries.
Ms. Goldberg was named one of the Top 100 Most Influential Women
in Technology by the Puget Sound Business Journal and was one of
the publication’s “40 under 40” honorees in 2008 and a Hall of Fame
inductee in 2018. Ms. Goldberg is a Crown Fellow of the Aspen
Institute and is an advocate and fundraiser for women in technology
and investing. Ms. Goldberg, who is conversant in Mandarin, has a
B.A. in Asian Studies from Columbia College where she is now a
member of the Board of Visitors and an M.A. in East Asian Studies
from Harvard University.
Before joining Ignition Partners, Michelle consulted to
Microsoft’s Developer Division (1999 to 2000), worked as an
investment banker in middle market mergers and acquisitions at
Olympic Capital Partners (1997 to 2000), and served as a management
consultant with A.T. Kearney (1994 to 1997) and the China External
Trade Development Council (CETRA) in Taiwan (1991 to 1992).
“As technology continues to transform the retail landscape and
consumer preferences, we are delighted to nominate Michelle to
serve as a new independent director of Taubman as part of our
robust, multi-year board refreshment process that has been
supported by Heidrick & Struggles,” said Myron E. (“Mike”)
Ullman III, Lead Director and Chair of the Board’s Nominating and
Corporate Governance Committee. “Michelle is a powerful leader and
investor in the fields of consumer-facing technology, digital media
and data analytics, and she will also bring to the Taubman Board
her significant public and private board experience, investment
expertise and history of fiduciary responsibility. Michelle is also
familiar with REIT-related matters, including through her prior
service on the board of a publicly-traded REIT. Michelle will be a
strong addition to our transformed and refreshed Board of Directors
and an asset to the Company in navigating the evolving retail
landscape, including with respect to maximizing relevance to
millennials and targeting digitally native brands.”
Ms. Goldberg commented, “With retail facing accelerated change
from eCommerce and other trends, I am thrilled to join Taubman’s
Board. I believe my background in technology and digital commerce
will enable me to bring a unique perspective to the Board. I am
excited to leverage my learnings around emerging consumer
technologies and evolving millennial mindsets for the benefit of
Taubman investors. I look forward to working with my fellow Board
members and the management team to provide strategic guidance and
business input to create additional value for shareholders.”
In addition to Ms. Goldberg, the incumbent directors whose terms
expire this year and are being nominated to stand for re-election
to one-year terms are Mayree C. Clark, Michael J. Embler, Janice L.
Fields, Nancy Killefer and Ronald W. Tysoe. With the election of
Ms. Goldberg to the Taubman Board along with the other members of
Taubman’s slate, Ms. Goldberg will be the third new independent
director to join the Taubman Board in 2019, and the Board will have
a majority of female directors. In addition, seven of the Board’s
nine directors will have been newly elected since 2016, reflecting
the Board’s focus on expanding the skillsets, experience,
perspectives and diversity of its directors. Current director
Jonathan Litt, the Founder and Chief Investment Officer of Land
& Buildings Investment Management, will conclude his director
service at the 2019 Annual Meeting and not stand for re-election.
Taubman expresses its recognition of Mr. Litt’s time and service on
the Board and of Land & Buildings’ involvement as an engaged
shareholder.
Over the last three years, the Taubman Board of Directors has
taken significant steps to enhance the overall quality and depth of
the Board, reinforce the strength of the Company’s governance
practices and drive significant portfolio actions. Notably, as part
of this effort, Taubman has:
- Appointed seven new independent
directors, including Ms. Goldberg (more than two-thirds of the
Board) since 2016;
- Reduced average independent director
tenure to 2.5 years, down from over 14 years as of the beginning of
2016;
- Increased the gender diversity of the
Board with five female directors including Ms. Goldberg, resulting
in a majority female board;
- Created a new lead director position
with robust responsibilities;
- Transitioned to annual elections for
the Company’s directors;
- Benefited from extensive shareholder
input and expanded investor engagement initiatives involving the
Board, the Nominating and Corporate Governance Committee and the
Company’s management team;
- Expanded and enhanced its disclosures
to investors;
- Taken decisive strategic portfolio
actions, including partnering with funds managed by The Blackstone
Group, a best-in-class real estate partner, in the Asia transaction
announced earlier this year.
Further details regarding the Company’s director candidates and
related matters will be included in the Company’s proxy statement,
which is expected to be filed on or about April 30, 2019. The 2019
Annual Meeting has been scheduled to be held on May 30, 2019.
About Taubman
Taubman Centers is an S&P MidCap 400 Real Estate Investment
Trust engaged in the ownership, management and/or leasing of
regional, super-regional and outlet shopping centers in the U.S.
and Asia and one under development. Taubman’s U.S.-owned properties
are the most productive in the publicly held U.S. regional mall
industry. Founded in 1950, Taubman is headquartered in Bloomfield
Hills, Mich. Taubman Asia, founded in 2005, is headquartered in
Hong Kong. www.taubman.com.
For ease of use, references in this press release to “Taubman
Centers,” “company,” “Taubman” or an operating platform mean
Taubman Centers, Inc. and/or one or more of a number of separate,
affiliated entities. Business is actually conducted by an
affiliated entity rather than Taubman Centers, Inc. itself or the
named operating platform.
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements reflect management's current views with
respect to future events and financial performance. Forward-looking
statements can be identified by words such as “will”, “may”,
“could”, “expect”, “anticipate”, “believes”, “intends”, “should”,
“plans”, “estimates”, “approximate”, “guidance” and similar
expressions in this press release that predict or indicate future
events and trends and that do not report historical matters. The
forward-looking statements included in this release are made as of
the date hereof. Except as required by law, the company assumes no
obligation to update these forward-looking statements, even if new
information becomes available in the future. Actual results may
differ materially from those expected because of various risks and
uncertainties, including that the conditions to one or more
transaction closings may not be satisfied, the potential impact on
the company due to the announcement of the disposition of ownership
interests, the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transactions, general economic conditions, and other factors. Such
factors include, but are not limited to: changes in market rental
rates; unscheduled closings or bankruptcies of tenants;
relationships with anchor tenants; trends in the retail industry;
challenges with department stores; changes in consumer shopping
behavior; the liquidity of real estate investments; the company’s
ability to comply with debt covenants; the availability and terms
of financings; changes in market rates of interest and foreign
exchange rates for foreign currencies; changes in value of
investments in foreign entities; the ability to hedge interest rate
and currency risk; risks related to acquiring, developing,
expanding, leasing and managing properties; competitors gaining
economies of scale through M&A and consolidation activity;
changes in value of investments in foreign entities; risks related
to joint venture properties; insurance costs and coverage; security
breaches that could impact the company’s information technology,
infrastructure or personal data; costs associated with response to
technology breaches; the loss of key management personnel;
shareholder activism costs and related diversion of management
time; terrorist activities; maintaining the company’s status as a
real estate investment trust; changes in the laws of states,
localities, and foreign jurisdictions that may increase taxes on
the company’s operations; and changes in global, national, regional
and/or local economic and geopolitical climates. You should review
the company's filings with the Securities and Exchange Commission,
including “Risk Factors” in its most recent Annual Report on Form
10-K and subsequent quarterly reports, for a discussion of such
risks and uncertainties.
Additional Information
Taubman intends to file a proxy statement and proxy card with
the U.S. Securities and Exchange Commission (the “SEC”) in
connection with its solicitation of proxies for the 2019 Annual
Meeting. Shareholders are encouraged to read the definitive proxy
statement (and any amendments and supplements thereto) and
accompanying proxy card when they become available as they will
contain important information. Shareholders may obtain the proxy
statement, any amendments or supplements to the proxy statement and
other documents as and when filed by Taubman with the SEC without
charge from the SEC’s website at www.sec.gov.
Taubman, its directors and director nominees and certain of its
executive officers may be deemed to be participants in connection
with the solicitation of proxies from Taubman’s shareholders in
connection with the matters to be considered at the 2019 Annual
Meeting. Information regarding the ownership of Taubman’s directors
and executive officers in Taubman stock is included in their SEC
filings on Forms 3, 4 and 5, which can be found through the SEC’s
website at www.sec.gov. Information can also be found in Taubman’s
other SEC filings. More detailed and updated information regarding
the identity of these individuals, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the proxy statement, the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2018, filed with the SEC on
February 28, 2019 and other materials that have been or will be
filed with the SEC. These documents can be obtained free of charge
from the sources indicated above.
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version on businesswire.com: https://www.businesswire.com/news/home/20190422005530/en/
Erik Wright, Taubman, Manager, Investor Relations,
248-258-7390ewright@taubman.com
Maria Mainville, Taubman, Director, Strategic Communications,
248-258-7469mmainville@taubman.com
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