Washington Prime Group Announces Results of 2017 Annual Meeting of Shareholders; Board of Directors Declares Quarterly Dividend
May 18 2017 - 4:06PM
Business Wire
Common shareholders of Washington Prime Group Inc. (NYSE: WPG)
today elected all nominated directors at the Company's Annual
Meeting of Shareholders. All directors will serve one-year terms,
effective immediately.
J. Taggart (“Tag”) Birge, who has extensive experience in real
estate, sales and real estate development, joins the Board of
Directors (the “Board”) and fills a vacancy left by Mark S. Ordan
who did not stand for re-election. Re-elected to the Board were
Chairman Robert J. Laikin; CEO and Director Louis G. Conforti; and
Directors John J. Dillon, John F. Levy, Jacquelyn R. Soffer and
Sheryl G. von Blucher.
Robert J. Laikin, Chairman stated: “The addition of Tag Birge to
Washington Prime Group’s Board brings a fresh perspective that will
add to our Board’s already broad experience. Tag brings a breadth
of leadership experience and a new, independent perspective on how
to maximize the opportunities we see ahead for the Company.”
Washington Prime Group shareholders also approved the following
proposals:
- An amendment to the Amended and
Restated Articles of Incorporation (the “Articles”) to confirm
majority voting for the election of directors in non-contested
elections;
- An amendment to the Articles to change
the voting requirement for our shareholders to amend the Company’s
Amended and Restated Bylaws;
- An amendment to the Articles to
increase the number of authorized common shares, par value $0.0001
per share, from three hundred million (300,000,000) to three
hundred fifty million (350,000,000);
- The non-binding advisory vote regarding
the compensation of the Company’s named executive officers;
and
- Ratification of the appointment of
Ernst & Young LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31,
2017.
Mr. Birge has twenty years of healthcare real estate
development, leasing and sales experience. He currently serves as
president and principal of Cornerstone Companies, Inc., a
healthcare real estate development, leasing, property management,
consulting and investment company, and has held this position since
2008. Prior to serving in this role, Mr. Birge served from 2004 to
2006 as senior vice president of healthcare at Lauth Property
Group, an Indiana based commercial real estate development company.
Additionally, in March 2008, Mr. Birge co-founded Birge & Held,
a national apartment real estate, private equity and investment
firm, and has served as its chief executive officer since 2008.
From 1997 to 2004, he practiced real estate law with the law firm
of at Bose McKinney & Evans, LLP in its Indianapolis, Indiana
office. Mr. Birge graduated cum laude from Indiana University with
a Bachelor of Arts in Political Science and holds a Juris Doctorate
from the University of Virginia.
For additional biographical information on Board members, see
the Washington Prime Group 2017 Proxy Statement available on the
investor relations section of the Company’s website.
Separately, the Company’s Board declared a quarterly cash
dividend on its common shares and operating partnership units. A
cash dividend of $0.25 per common share and operating partnership
unit was declared. The dividend is payable on June 15, 2017 to
shareholders and operating partnership holders of record on June 1,
2017.
In addition, the Board declared quarterly cash dividends of
$0.4688 per Series H preferred share of beneficial interest,
$0.4297 per Series I preferred share of beneficial interest, and
$0.4563 per Series I-1 preferred unit of Preferred Limited
Partnership Interest. Each of the cash dividends on these preferred
shares is payable on July 17, 2017 to shareholders and operating
partnership holders of record on June 30, 2017.
About Washington Prime Group
Washington Prime Group Inc. is a retail REIT and a recognized
leader in the ownership, management, acquisition and development of
retail properties. The Company combines a national real estate
portfolio with an investment grade balance sheet, leveraging its
expertise across the entire shopping center sector to increase cash
flow through rigorous management of assets and provide new
opportunities to retailers looking for growth throughout the U.S. A
trademark application has been filed with the U.S. Patent and
Trademark Office for the name “Washington Prime Group” and is
currently pending. Learn more at www.washingtonprime.com.
Forward-Looking Statements
This news release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
which represent the current expectations and beliefs of management
of Washington Prime Group Inc. (“WPG”) concerning the proposed
transactions, the anticipated consequences and benefits of the
transactions and the targeted close date for the transactions, and
other future events and their potential effects on WPG, including,
but not limited to, statements relating to anticipated financial
and operating results, the company’s plans, objectives,
expectations and intentions, cost savings and other statements,
including words such as “anticipate,” “believe,”, “confident”,
“plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,”
and other similar expressions. Such statements are based upon the
current beliefs and expectations of WPG’s management, and involve
known and unknown risks, uncertainties, and other factors which may
cause the actual results, performance, or achievements of WPG to be
materially different from future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, without limitation: changes in
asset quality and credit risk; ability to sustain revenue and
earnings growth; changes in political, economic or market
conditions generally and the real estate and capital markets
specifically; the impact of increased competition; the availability
of capital and financing; tenant or joint venture partner(s)
bankruptcies; the failure to increase mall store occupancy and
same-mall operating income; risks associated with the acquisition,
development, expansion, leasing and management of properties;
changes in market rental rates; trends in the retail industry;
relationships with anchor tenants; risks relating to joint venture
properties; costs of common area maintenance; competitive market
forces; the level and volatility of interest rates; the rate of
revenue increases as compared to expense increases; the financial
stability of tenants within the retail industry; the restrictions
in current financing arrangements or the failure to comply with
such arrangements; the liquidity of real estate investments; the
impact of changes to tax legislation and WPG’s tax positions;
failure to qualify as a real estate investment trust; the failure
to refinance debt at favorable terms and conditions; loss of key
personnel; material changes in the dividend rates on securities or
the ability to pay dividends on common shares or other securities;
possible restrictions on the ability to operate or dispose of any
partially-owned properties; the failure to achieve earnings/funds
from operations targets or estimates; the failure to achieve
projected returns or yields on development and investment
properties (including joint ventures); expected gains on debt
extinguishment; changes in generally accepted accounting principles
or interpretations thereof; terrorist activities and international
hostilities; the unfavorable resolution of legal proceedings; the
impact of future acquisitions and divestitures; assets that may be
subject to impairment charges; significant costs related to
environmental issues; and other risks and uncertainties, including
those detailed from time to time in WPG’s statements and periodic
reports filed with the Securities and Exchange Commission,
including those described under “Risk Factors”. The forward-looking
statements in this communication are qualified by these risk
factors. Each statement speaks only as of the date of this press
release and WPG undertakes no obligation to update or revise any
forward-looking statements to reflect subsequent events or
circumstances. Actual results may differ materially from current
projections, expectations, and plans, if any. Investors, potential
investors and others should give careful consideration to these
risks and uncertainties.
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version on businesswire.com: http://www.businesswire.com/news/home/20170518006390/en/
Washington Prime Group Inc.Lisa A. Indest, CAO & Senior VP,
Finance, 614-887-5844lisa.indest@washingtonprime.comorKimberly A.
Green, VP, Investor Relations & Corporate Communications,
614-887-5647kim.green@washingtonprime.com
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