INFORMATION STATEMENT
INFORMATION CONCERNING VOTING AT THE ANNUAL MEETING
General Information
This information statement
(“Information Statement”) is being furnished by Brookfield DTLA Fund Office Trust Investor Inc., a Maryland
corporation (the “Company”, “we”, “our” or “us”), in
connection with the Annual Meeting (the “Annual Meeting”) of stockholders of the Company being held on November
12, 2020 at 11:00 a.m. (New York time), for holders of common stock, par value $0.01 per share (“Common Stock”)
and holders of 7.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”)
of the Company, and at any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a virtual
meeting conducted via live audio webcast that can be accessed by visiting https://edge.media-server.com/mmc/p/at8n3kks or dialing
(844) 358-9182 (US and Canada) or (478) 219-0399 (International) with passcode 8882707. We are first mailing this Information Statement
on or about October 2, 2020 to stockholders of record as of the close of business on September 14, 2020, the record date for the
determination of stockholders entitled to notice of and to vote at the Annual Meeting (the “Record Date”).
THE BOARD OF DIRECTORS
(THE “BOARD”) OF THE COMPANY IS NOT ASKING FOR A PROXY.
YOU ARE REQUESTED
NOT TO SEND US A PROXY.
Who Can Vote
Common Stock
As of the Record Date, Brookfield
DTLA Holdings LLC, a Delaware limited liability company (“DTLA Holdings”, and together with its affiliates excluding
the Company and its subsidiaries, the “Manager”), was the holder of all of the issued and outstanding shares
of Common Stock. DTLA Holdings is an indirect partially- owned subsidiary of Brookfield Property Partners L.P., which is the flagship
listed real estate company of Brookfield Asset Management Inc. (“Brookfield Asset Management” or “BAM”),
a leading global alternative asset manager with over $550 billion in assets under management. DTLA Holdings is entitled to vote
on the election of five directors, the ratification of the selection of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm and on each other matter properly presented at the Annual Meeting. As of the Record Date, there
were 1,000 shares of Common Stock outstanding.
Series A Preferred Stock
Holders of Series A Preferred
Stock will not be entitled to vote on any matter at the Annual Meeting. As of the Record Date, there were 9,730,370 shares of Series
A Preferred Stock outstanding.
Voting of Shares
DTLA Holdings, the
holder of record of all of the issued and outstanding shares of Common Stock as of the close of business on the Record Date, is
the only stockholder entitled to vote for each of the five directors to be elected at the Annual Meeting by the holders of Common
Stock, the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting
firm and each other matter to be voted upon at the Annual Meeting. The Board knows of no other items of business that will be
presented for consideration at the Annual Meeting other than those described in this Information Statement.
Quorum; Counting of Votes
In order for there to be
a vote on any matter at the Annual Meeting, there must be a quorum. In order to have a quorum for the transaction of business by
the holders of Common Stock, DTLA Holdings, as the sole holder of Common Stock, must be present in person or by legal proxy. In
determining whether there is a quorum, shares held by persons attending the Annual Meeting in person will be counted as present
for purposes of determining a quorum. Abstentions are counted as present for determining the presence of a quorum. If we fail to
obtain a quorum for the Common Stock, the chair of the Annual Meeting may adjourn the meeting to another place, date or time.
All
votes will be tabulated by the inspector of election appointed for the Annual Meeting, a representative of the Company, who will
separately tabulate affirmative and negative votes and abstentions. There will be no fee associated with these services.
Votes Required to Elect Directors and Adopt
Other Proposals
In order to be elected
as a director by the holders of Common Stock, a nominee must receive a plurality of all the votes cast by DTLA Holdings at the
Annual Meeting. The affirmative vote of a majority of the votes cast by DTLA Holdings is required for the ratification of the selection
of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.
For purposes of calculating
votes cast in the election of directors, votes withheld will not be counted as votes cast “for” or “against”
a director and will have no effect on the election of directors. For purposes of calculating votes cast regarding the ratification
of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm, abstentions
will not be counted as votes cast “for” or “against” the proposal and will not have an effect on the result
of such proposal.
Costs
We will bear the entire cost
of the Annual Meeting. These costs will include reimbursements paid to brokerage firms and others for their expenses incurred in
forwarding this Information Statement and other material regarding the Annual Meeting to beneficial owners of our securities.
NO PERSON IS AUTHORIZED
ON OUR BEHALF TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE PROPOSALS TO BE VOTED ON AT THE ANNUAL
MEETING, OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS INFORMATION STATEMENT, AND, IF GIVEN OR MADE, SUCH INFORMATION
AND/OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THE DELIVERY OF THIS INFORMATION STATEMENT SHALL UNDER
NO CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE COMPANY’S AFFAIRS SINCE THE DATE OF THIS INFORMATION
STATEMENT.
The Company’s principal
executive offices are located at 250 Vesey Street, 15th Floor, New York, NY 10281 and its telephone number is (212) 417-7000. References
herein to the “Company” refer to Brookfield DTLA Fund Office Trust Investor Inc. and its subsidiaries, unless
the context indicates otherwise.
The date of this Information Statement is October
2, 2020.
ELECTION OF
DIRECTORS
Under our charter and the
Second Amended and Restated Bylaws of the Company, dated August 11, 2014 (the “Amended Bylaws”), other than
with respect to the Preferred Directors (as described below under the heading “—Information Regarding the Preferred
Directors”), each member of the Board is elected by a vote of the Common Stock and serves until the next annual meeting of
stockholders and until his or her successor is duly elected and qualifies, or until such director’s earlier death, resignation
or removal. Vacancies among directors elected by the holders of Common Stock may be filled only by a majority of the remaining
directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the size of the Board)
will serve until the next annual election of directors and until such director’s successor is elected and qualifies.
Information Regarding
the Common Stock Directors
Directors are elected by a
plurality of the votes cast at the Annual Meeting, which means the five individuals nominated for election as directors by the
holders of Common Stock who receive the largest number of votes properly cast by the holders of Common Stock will be elected as
directors. Each share of Common Stock is entitled to one vote for each of the director nominees. Cumulative voting is not permitted.
It is the intention of DTLA Holdings, the sole holder of all of the issued and outstanding shares of Common Stock, to vote for
the election of the nominees named below. If any nominee should become unavailable for election prior to the Annual Meeting, an
event which the Board does not currently anticipate, DTLA Holdings will vote for the election of a substitute nominee or nominees
proposed by the Board.
G. Mark Brown, Michelle L.
Campbell, Murray Goldfarb, Ian Parker and Robert L. Stelzl are the nominees for election to the Board by the holders of Common
Stock. Each nominee has consented to be named in this Information Statement and to serve as a director if elected, and management
has no reason to believe that any nominee will be unable to serve. The information below relating to the nominees for election
as directors by the holders of Common Stock has been furnished to us by the respective individuals. If elected at the Annual Meeting,
Messrs. Brown, Goldfarb, Parker and Stelzl and Ms. Campbell would each serve until the 2021 Annual Meeting of Stockholders (the
“2021 Annual Meeting”) and until their respective successors are duly elected and qualifies, or until such director’s
earlier death, resignation or removal.
The following table sets
forth information regarding the individuals who are the nominees for election as directors of the Company by DTLA Holdings as the
sole holder of the Company’s Common Stock:
|
Name
|
|
Age
|
|
Position with the Company
|
|
Director
Since
|
|
G. Mark Brown
|
|
55
|
|
Director (also Chairman of the Board and Principal Executive Officer)
|
|
2013
|
|
Michelle L. Campbell
|
|
49
|
|
Director (also Senior Vice President, Secretary)
|
|
2014
|
|
Murray Goldfarb
|
|
45
|
|
Director
|
|
2018
|
|
Ian Parker
|
|
56
|
|
Director
|
|
2017
|
|
Robert L. Stelzl
|
|
75
|
|
Director
|
|
2014
|
Certain members of the
Board are employed by the Manager. The Manager manages the Company’s operations and activities, and it, together with the
Board and officers, makes decisions on the Company’s behalf. Certain subsidiaries of the Company have entered into arrangements
with the Manager, pursuant to which the Manager provides property management and various other services to the Company.
G. Mark Brown has
served on the Board since the Company was formed in 2013 and has served as Chairman of the Board and the Company’s Principal
Executive Officer since May 2017. Mr. Brown is a Managing Partner in Brookfield Asset Management’s real estate group. He
has been employed by the Manager since 2000 in various senior executive roles, including Global Chief Investment Officer. The Board
nominated Mr. Brown to serve as a director based on, among other factors, his knowledge of the Company and his experience in commercial
real estate.
Michelle L. Campbell
has served on the Board since 2014 and has served as Senior Vice President and Secretary of the Company since March 2016
and as Vice President and Secretary of the Company since it was formed in 2013. Ms. Campbell is a Senior Vice President in Brookfield
Asset Management’s real estate group and has been employed by the Manager in various legal positions since 2007. The Board
nominated Ms. Campbell to serve as a director based on, among other factors, her knowledge of the Company and her experience in
legal matters and commercial real estate.
Murray Goldfarb has
served on the Board since August 2018. Mr. Goldfarb is a Managing Partner in Brookfield Asset Management’s real estate group.
He has been employed by the Manager since 2012. The Board nominated Mr. Goldfarb to serve as a director based on, among other factors,
his knowledge of the Company and its affiliates and his experience in legal matters and commercial real estate.
Ian Parker has
served on the Board since 2017. Prior to his retirement in July 2020, Mr. Parker served as the Chief Operating Officer of the Company
and of Brookfield Properties in the Western US and Canada. He was employed by the Manager in various senior operational roles since
1996. The Board nominated Mr. Parker to serve as a director based on, among other factors, his knowledge of the Company’s
affiliates and his experience in commercial real estate.
Robert L. Stelzl
has served on the Board since 2014. Mr. Stelzl is a private real estate investor and investment manager. In 2003, he retired
from Colony Capital, LLC, a global real estate private equity investor, after 14 years as a principal and member of the Investment
Committee. The Board nominated Mr. Stelzl to serve as a director based on, among other factors, his experience in commercial real
estate.
THE BOARD RECOMMENDS
A VOTE “FOR” THE ELECTION OF EACH OF MESSRS. BROWN, GOLDFARB, PARKER AND STELZL AND MS. CAMPBELL TO SERVE ON THE BOARD
UNTIL THE 2021 Annual MEETING AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED
AND QUALIFIES.
Information Regarding the Preferred Directors
As holders of Series A
Preferred Stock of the Company did not submit any proposals for the election of directors at the Annual Meeting, Andrew Dakos and
Phillip Goldstein will continue to serve on the Board as Preferred Directors until their successors are duly elected and qualifies
or, if earlier, until the full payment (or setting aside for payment) of all dividends on the Series A Preferred Stock that are
in arrears, as well as dividends for the then-current period in accordance with Maryland law, the Company’s charter and the
Amended Bylaws.
Each of Messrs. Dakos and
Goldstein, as incumbent directors, has consented to be named in this Information Statement and to continue to serve as a Preferred
Director. The information below relating to the incumbent directors has been furnished to us by the respective individuals. The
following table sets forth information regarding the incumbent Preferred Directors:
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Name
|
|
Age
|
|
Position
|
|
Director
Since
|
|
Andrew Dakos
|
|
54
|
|
Director
|
|
2017
|
|
Phillip Goldstein
|
|
75
|
|
Director
|
|
2017
|
Andrew Dakos has
served on the Board since December 2017, following his election at a Special Meeting of holders of the Company’s Series A
Preferred Stock. Mr. Dakos is a Principal of Bulldog Investors, LLC (“Bulldog Investors”), a Securities and
Exchange Commission (“SEC”) registered investment adviser to certain private funds (currently being liquidated),
separately-managed accounts and Special Opportunities Fund, Inc., a New York Stock Exchange (“NYSE”) listed
registered closed-end investment company (“Special Opportunities Fund”). He co-manages Bulldog Investor’s
investment strategy. Mr. Dakos also serves as President and Director of Special Opportunities Fund, CEO, President and Chairman
of Swiss Helvetia Fund, Inc., Trustee of Crossroads Liquidating Trust and Trustee and President of the High Income Securities Fund.
Phillip Goldstein
has served on the Board since December 2017, following his election at a Special Meeting of holders of the Company’s
Series A Preferred Stock. Mr. Goldstein is a co-founder and Principal of Bulldog Investors. He is the lead investment strategist
for Bulldog Investors. Mr. Goldstein also serves as Chairman of The Mexico Equity and Income Fund, Inc., Secretary and Chairman
of Special Opportunities Fund, Director of MVC Capital, Inc., Director of Swiss Helvetia Fund, Inc., Trustee of Crossroads Liquidating
Trust and Chairman and Secretary of the High Income Securities Fund.
Board Governance Documents
The Board maintains a
charter for its Audit Committee, has adopted written policies regarding the Approval of Audit and Non-Audit Services Provided by
the External Auditor and has adopted Corporate Governance Guidelines. The Board has also adopted the Code of Business Conduct and
Ethics and Personal Trading Policy of Brookfield Asset Management, each applicable to the directors, officers and employees of
BAM and its subsidiaries. The Company is an indirect subsidiary of BAM. The Audit Committee Charter, Corporate Governance Guidelines
and Code of Business Conduct and Ethics are available on the Company’s website at www.dtlaofficefund.com under the heading
“Reports & Filings/Governance Documents” and are also available in print to any person who sends a written request
to that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office
Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.
Director Independence
Because the Series A Preferred
Stock is the only publicly listed security of the Company, the Company is treated as a special entity as defined by the NYSE Rules
on corporate governance (the “NYSE Rules”) and is not required to comply with most of the NYSE rules on corporate
governance. The Company has chosen to rely on the NYSE Rules’ “special entity exemption” with respect to certain
independence requirements. Of the Company’s seven directors, three are currently independent of management, DTLA Holdings
and the Manager. The Board has adopted independence standards as part of its Corporate Governance Guidelines, which are available
in print to any person who sends a written request to that effect to the attention of our Secretary, as provided for above under
the heading “–Board Governance Documents.”
The independence standards
contained in the Corporate Governance Guidelines incorporate the categories of relationships between a director and a listed company
that would make a director ineligible to be independent according to the standards issued by the NYSE.
In accordance with the
NYSE Rules and our Corporate Governance Guidelines, on March 24, 2020, the Board affirmatively determined that each of the following
directors is and was independent within the meaning of both the Company’s and the NYSE’s director independence standards,
as then in effect:
Andrew Dakos
Phillip Goldstein
Robert L. Stelzl
The Board has also determined
that each of Messrs. Dakos and Stelzl is independent within the meaning of both the Company’s and the NYSE’s director
independence standards applicable to members of an Audit Committee. Additionally, Messrs. Dakos and Stelzl satisfy the enhanced
independence standards set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) applicable to all companies with securities listed on the NYSE.
Board Meetings
The Board held five meetings
during the fiscal year ended December 31, 2019. Mr. Brown, Chairman of the Board and Principal Executive Officer, presided as Chairman
at all of these meetings. The number of meetings for the Audit Committee is set forth below under the heading “–Board
Committees – Audit Committee – Audit Committee Meetings.”
Directors are expected
to make best efforts to attend all Board meetings and all meetings of the Audit Committee if they are a member of that committee.
Five of the seven directors who were then serving on the Board attended our 2019 annual meeting. During the fiscal year ended December
31, 2019, all of our current directors attended 100% of the total number of meetings of the Board that they were eligible to attend.
During the 2020 calendar
year through the date of this Information Statement, the Board met four times and all of our directors attended 100% of the total
number of meetings of the Board during such period. Mr.
Brown presided as Chairman over all of these meetings.
Board Leadership Structure and Risk Oversight
The Amended Bylaws give
the Board the flexibility to determine whether the roles of principal executive officer and Chairman of the Board should be held
by the same person or two separate individuals. In connection with the listing of the Series A Preferred Stock on the NYSE, the
Board determined that having one person serve as both principal executive officer and Chairman of the Board is in the best interest
of the Company’s stockholders. We believe this structure makes the best use of the principal executive officer’s extensive
knowledge of the Company and fosters real-time communication between management and the Board. Since 2017, Mr. Brown has served
as Chairman of the Board and Principal Executive Officer of the Company.
The Board is actively
involved in overseeing the Company’s risk management. Under the Corporate Governance Guidelines, the Board is responsible
for assessing the major risks facing the Company and its business and approving and monitoring appropriate systems to manage those
risks. Under its charter, the Audit Committee is responsible for reviewing and approving the Company’s policies with respect
to risk assessment and management, particularly financial risk exposure, and discussing with management the steps taken to monitor
and control risks.
Board Committees
As a special entity under
the NYSE Rules, the Board maintains an Audit Committee, but is not required to establish or maintain a Nominating and Corporate
Governance Committee or a Compensation Committee.
Audit Committee – General
The Audit Committee was
established in accordance with Section 3(a)(58)(A) of the Exchange Act and is responsible for monitoring the Company’s systems
and procedures for financial reporting, risk management and internal controls, reviewing certain public disclosure documents and
monitoring the performance and independence of the Company’s external auditors. The Audit Committee is also responsible for
reviewing the Company’s annual audited financial statements, unaudited quarterly financial statements and management’s
discussion and analysis of the financial condition and results of operations prior to their approval by the full Board. In addition,
the Audit Committee is responsible for recommending to the Board the firm of independent registered public accountants to be nominated
for appointment as the external auditors, for approving the assignment of any non-audit work to be performed by the external auditors
and preparing the report that federal securities laws require to be included in our information statement each year (see page 14
for the Audit Committee Report relating to the financial statements for the most recent year ended). The Audit Committee meets
regularly in separate private sessions with the Company’s external auditors, without management present, to discuss and review
specific issues as appropriate. The Board has approved a charter of the Audit Committee, and the Audit Committee carries out its
responsibilities in accordance with those terms. The charter is available in print to any person who requests it by writing to
our Secretary, as provided for above under the heading “– Board Governance Documents.”
Mr. Stelzl is currently Chairman
of the Audit Committee and Mr. Dakos is a member of the Audit Committee. Each of Messrs. Stelzl and Dakos is an independent director.
Mr. Stelzl has served on the Audit Committee since his election to the Board in 2014 and was also appointed Chair of the Audit
Committee in 2014. Mr. Dakos has served on the Audit Committee since March 2018. The composition of the Audit Committee meets NYSE
requirements for a special entity. As a special entity under the NYSE Rules, the Board is not required to determine whether any
members of the Audit Committee qualify as an “audit committee financial expert” as defined by the SEC. The independent
members of the Audit Committee also satisfy the enhanced independence standards applicable to audit committees set forth in Rule
10A-3(b)(1) under the Exchange Act.
Audit Committee Meetings
During the fiscal year
ended December 31, 2019, the Audit Committee met four times and all of the directors serving on the Audit Committee attended 100%
of the total number of meetings of the Audit Committee that they were eligible to attend during such fiscal year.
During
the 2020 calendar year through the date of this Information Statement, the Audit Committee met three times and all of the members
of the Audit Committee attended 100% of the total number of meetings of the Audit Committee during such period.
Pre-approval Policies and Procedures of the Audit
Committee
Consistent with SEC rules
regarding auditor independence, the Company has adopted written policies, which require the Audit Committee or the Chair of the
Audit Committee to pre-approve both audit and non-audit services to be performed for us by our independent registered public accounting
firm. Any decisions of the Chair of the Audit Committee to pre-approve a permitted service (as defined in the policy) shall be
reported to the Audit Committee at each of its regularly scheduled meetings. The Audit Committee does not delegate to management
its responsibilities to pre-approve services performed by the independent registered public accounting firm. The pre-approval of
audit and non-audit services may be given at any time up to a year before commencement of the specified services. During the fiscal
year ended December 31, 2019, all audit and non-audit services provided to us by Deloitte & Touche LLP were pre-approved by
the Audit Committee.
Qualifications of Director Nominees
The Board has not set forth
minimum qualifications for Board nominees. However, under our Corporate Governance Guidelines, director nominees must have, among
other criteria, an understanding of the Company’s principal operational and financial objectives, plans and strategies, financial
position and performance as well as the performance of the Company relative to its principal competitors. The Board has not adopted
any formal policy regarding an attempt to maintain a pre-determined mix of backgrounds of the Board nominees as such backgrounds
related to education, geography, race, gender, national origin or other factors have no bearing on expertise. Rather, the Board
looks to that level and type of experience, expertise and credentials of our nominees that the Company determines are necessary
or desirable for the Board at the time.
Process for Considering Director Nominees
The Board has proposed
a slate of nominees to the holders of Common Stock for re-election at the Annual Meeting at which directors are to be re-elected
consisting of nominees who, in the exercise of the Board’s judgment, the Board has found to be well qualified and willing
and available to serve. The basis for the Board’s recommendation of each of Messrs. Brown, Goldfarb, Parker and Stelzl and
Ms. Campbell is described above in the respective director’s biography.
At an appropriate time
after a vacancy arises on the Board or a director advises the Board of his or her intention to resign, the Board may fill such
vacancy with a director who, in the exercise of the Board’s judgment, the Board has found to be well qualified and willing
and available to serve. However, if such vacancy relates to a director elected by the holders of Series A Preferred Stock, according
to the Articles Supplementary for the Series A Preferred Stock (the “Articles”), the vacancy may be filled by
the remaining Preferred Director or, if none remains in office, by a vote of the holders of record of a majority of the outstanding
Series A Preferred Stock. A special meeting of the holders of the Series A Preferred Stock shall be called upon written request
of the holders of record of at least 10% of the outstanding shares of the Series A Preferred Stock. Such special meeting shall
be held not less than ten and not more than 45 days after the date such written request is provided to the Company. In order to
elect Preferred Directors at any annual or special meeting, a quorum, which is the holders of one-third of the Series A Preferred
Stock, must be present in person or by proxy.
In addition, to the extent
the Company is legally required by contract or otherwise to permit a third party to nominate one or more of the directors to be
elected (for example, pursuant to rights contained in the Articles to elect directors upon non-payment of dividends), then the
nomination or election of such directors shall be governed by such requirements. Any director nominations received from stockholders
will be evaluated in the same manner that nominees suggested by our directors, management or other parties are evaluated.
Manner by Which Stockholders
May Nominate Director Candidates for Election at the Next Annual Meeting
The Board will consider Preferred
Director candidates properly nominated for election at the 2021 Annual Meeting in accordance with the Amended Bylaws by holders
of Series A Preferred Stock received at least 90 days before the first anniversary of this year’s date of mailing of this
Information Statement but no more than 120 days prior to such date. All nominations should be directed in writing to Michelle L.
Campbell, Secretary, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281. Each holder
of Series A Preferred Stock nominating a person as a Preferred Director candidate should provide us with the information required
by Section 2 of the Amended Bylaws so that the Board may determine, among other things, whether the nominated director candidate
is independent from the stockholder, or each member of the stockholder group, that has nominated the director candidate. These
requirements include the following:
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•
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If the nominating stockholder or any member of the nominating stockholder group is a natural person, whether the nominated Preferred Director candidate is the nominating stockholder, a member of the nominating stockholder group, or a member of the immediate family of the nominating stockholder or any member of the nominating stockholder group;
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•
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If the nominating stockholder or any member of the nominating stockholder group is an entity, whether the nominated Preferred Director candidate or any immediate family member of the nominated director candidate is or has been at any time during the current or preceding calendar year an employee of the nominating stockholder or any member of the nominating stockholder group;
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•
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Whether the nominated director candidate or any immediate family member of the nominated Preferred Director candidate has accepted, directly or indirectly, any consulting, advisory, or other compensatory fees from the nominating stockholder or any member of the group of nominating stockholders, or any of their respective affiliates, during the current or preceding calendar year;
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•
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Whether the nominated Preferred Director candidate is an executive officer or director (or person fulfilling similar functions) of the nominating stockholder or any member of the nominating stockholder group, or any of their respective affiliates; and
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•
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Whether the nominated Preferred Director candidate controls the nominating stockholder or any member of the nominating stockholder group.
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The nominating stockholder
may also be asked by the Board to provide supplemental information to enable the Board to determine whether the nominated Preferred
Director candidate (i) is qualified to serve on the Audit Committee, (ii) meets the standards of an independent director and (iii)
satisfies the standards for our directors set forth above under the heading “– Qualifications of Director Nominees.”
In addition, the nominating stockholder should include the consent of the nominated Preferred Director candidate in the information
provided to us and the nominated Preferred Director candidate will need to make himself or herself reasonably available to be interviewed
by the Board. The Board will consider all nominated Preferred Director candidates properly submitted to it in accordance with these
procedures and the requirements of our charter and the Amended Bylaws. The Board will not consider any Preferred Director candidate
if such candidate’s candidacy or, if elected, Board membership, would violate controlling federal or state law.
Communications with the Board
Stockholders or other
interested persons wishing to communicate with the Board may send correspondence directed to the Board, c/o Michelle L. Campbell,
Senior Vice President, Secretary and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor,
New York, NY 10281. Ms. Campbell will review all correspondence addressed to the Board, or any individual Board member, for any
inappropriate correspondence and correspondence more suitably directed to our management. Ms. Campbell will summarize all correspondence
not forwarded to the Board and make the correspondence available to the Board for its review at the Board’s request. Ms.
Campbell will forward all such communications to the Board prior to the next regularly scheduled meeting of the Board following
the receipt of the communication, as appropriate.
Correspondence intended for our non-management
directors as a group should be delivered to the address above, “Attention: Non-Management Directors, c/o Michelle L. Campbell,
Secretary.”
Stockholder Proposals and Nominations
Pursuant to Rule 14a-8 under
the Exchange Act, stockholders may present proper proposals for inclusion in a company’s proxy statement and for consideration
at the Company’s next Annual Meeting of Stockholders. To be eligible for inclusion in the Company’s 2021 Notice of
Annual Meeting, your proposal must be received by the Company no later than 90 days before the first anniversary of the prior year’s
date of mailing of the notice of the preceding year’s annual meeting, but no more than 120 days prior to such date, and must
otherwise comply with Rule 14a-8 under the Exchange Act. While the Board will consider stockholder proposals, we reserve the right
to omit from any proxy statement or any annual or special meeting, stockholder proposals that we are not required to include under
the Exchange Act, including Rule 14a-8 of the Exchange Act. The Series A Preferred Stock is the only publicly listed security of
the Company and, under our charter and the Amended Bylaws, holders of Series A Preferred Stock generally have no voting rights
other than with respect to the election of Preferred Directors.
Therefore, stockholders other than DTLA Holdings
generally may not vote on proposals at the Company’s annual meetings or special meetings, other than the election of Preferred
Directors.
Under the Articles, at any
time when holders of Series A Preferred Stock have the right to elect Preferred Directors, a proper officer of the Company may,
upon written request of the holders of 10% or more of the outstanding shares of Series A Preferred Stock, call a special meeting
of the holders of Series A Preferred Stock for the purpose of electing Preferred Directors. The Company must then mail to record
holders of Series A Preferred Stock a notice of such special meeting to be held not less than ten and not more than forty-five
days after the date such notice is given unless such notice was received within ninety days of the date of the upcoming annual
meeting of the Company and which complies with the advance notice provisions in our Amended Bylaws, in which case the election
of the Preferred Directors will take place at an annual meeting of the Company and the Company will not call for a special meeting.
To be elected at an annual or special meeting, Preferred Directors must receive a plurality of all the votes cast by the Series
A Preferred Stockholders at such meeting.
Additional Information
The Board does not intend
to bring, and knows of no one intending to bring, any matter before the holders of the Common Stock at the Annual Meeting other
than the matters described herein.
Householding of Information Statement Materials
SEC rules permit us to deliver
a single copy of this Information Statement, our Annual Report or Notice of Annual Meeting, as applicable, to one address shared
by two or more of our stockholders. This process, which is commonly referred to as “householding,” can result in cost
savings for the Company. A single Notice of Annual Meeting and this Information Statement will be delivered to multiple stockholders
sharing an address unless contrary instructions have been received from the impacted stockholders prior to the mailing date.
We agree to deliver promptly,
upon request, a separate copy of this Information Statement or Annual Report, as applicable, to any stockholder at a shared address
to which a single copy of those documents was delivered, at no cost to the stockholder. If you want to receive a paper or e-mail
copy of these documents, you must send a written request to that effect to the attention of Michelle L. Campbell, Senior Vice President,
Secretary, and Director, Brookfield DTLA Fund Office Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.
Any
stockholder who currently receives multiple copies of Information Statement materials at his, her or its address and would like
to request householding of any communications should contact the Company using the contact information above.
Available Information
We file our Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8- K, Proxy Statements (if any), Information Statements and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC. The SEC maintains
a website that contains reports, proxy details and other information regarding issuers that file electronically with the SEC at
www.sec.gov. Stockholders may also obtain a copy of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, Proxy Statements (if any), Information Statements and amendments to those reports by sending a written request to
that effect to the attention of Michelle L. Campbell, Senior Vice President, Secretary, and Director, Brookfield DTLA Fund Office
Trust Investor Inc., 250 Vesey Street, 15th Floor, New York, NY 10281.
If you have any questions
regarding this Information Statement, please contact the Company at the address above or at (212) 417-7000.
By Order of the Board of Directors,
Michelle L. Campbell, Secretary
October 2, 2020