CUPERTINO, Calif., Jan. 19, 2016 /PRNewswire/ -- Carl E. Berg,
who is the largest shareholder (17.6%) of Stratus Properties Inc.
(STRS: Nasdaq), today announced that he has sent to each member of
the Board of Directors of Stratus a letter regarding the Change of
Control Agreements between Stratus and Mr. William H. Armstrong III, Stratus' CEO, and Ms.
Erin D. Pickens, Stratus' CFO.
Those Change of Control Agreements contain golden parachute
arrangements and expire on March 31,
2016. In his letter to the Board, Mr. Berg urged each
director, if casting a vote on renewing those agreements for Mr.
Armstrong and Ms. Pickens, to take into consideration whether
granting a rich golden parachute or any golden parachute to those
individuals would be in the best interests of all Stratus
stockholders or a waste of corporate assets. Mr. Armstrong is
a member of the Class III directors whose term expires at the 2016
Annual Meeting of Stockholders to be held in May, and thus
may be displaced by the vote of the Stratus stockholders at
that meeting.
Regarding his letter to the Stratus directors, Mr. Berg said:
"The Stratus directors' fiduciary duties impose high standards of
conduct that the directors will need to meet if asked to approve
new golden parachutes for Mr. Armstrong and Ms. Pickens.
Unfortunately, the Stratus stockholders have not had a golden
parachute of their own. As a result, I intend to continue
reminding the directors of their fiduciary duties and urging them
to meet the high standards of conduct to which they are held if
they are called on to approve new or renew the current golden
parachutes for Mr. Armstrong and Ms. Pickens. Those directors
will have to decide whether approving those golden parachutes and
the further burden those arrangements would impose on the Stratus
stockholders' assets, particularly in the event of the sale of
Stratus, would truly be in the best interest of all Stratus
stockholders or would be a waste of the stockholders' assets."
As previously announced, Mr. Berg sent Stratus a written notice
to nominate Mr. David M. Dean and
Mr. Michael Knapp for election as
directors of Stratus at the 2016 Annual Meeting of
Stockholders. Mr. Berg, Mr. Dean and Mr. Knapp have filed a
Schedule 13D with the Securities and Exchange Commission to report
such nomination, as Mr. Berg, Mr. Dean and Mr. Knapp may now be
deemed under the federal securities law to constitute a group. Such
Schedule 13D is available on the SEC's website at:
http://www.sec.gov/Archives/edgar/data/885508/000119312516430927/0001193125-16-430927-index.htm
Stratus is a real estate company engaged primarily in the
development, management, operation and sale of commercial, hotel,
entertainment, and multi- and single-family residential real estate
properties located in Texas,
primarily in the Austin, Texas
area.
Mr. Berg is a real estate investor and venture capitalist and
was the Chief Executive Officer of Mission West Properties, a real
estate investment trust, from 1997 through December 22, 2012, when that company was sold to
DivcoWest, a privately owned real estate investment company.
He believes he has been Stratus' largest shareholder for almost the
last 15 years.
Contact:
Carl E. Berg
10050 Bandley Drive
Cupertino, California 95014
(408) 725-0700
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SOURCE Carl E. Berg