arrangements may be made with brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals, and we may reimburse them for their expenses
in so doing. If you hold shares in street name (
i.e.
, through a bank, broker or other nominee), you will receive instructions from your nominee, which you must follow in order to have your proxy authorized or you may contact your
nominee directly to request these instructions.
Who is entitled to vote?
Only stockholders of record as of the close of business on March 18, 2019 are entitled to notice of, and to vote at, the Annual Meeting. We
refer to this date as the record date. On that date, 5,107,290 common shares, par value $1.00 per share (Shares), were outstanding. Holders of Shares as of the record date are entitled to one vote per share on each matter
properly presented at the Annual Meeting.
How do you attend the meeting in person?
If you would like to attend the Annual Meeting in person, you will need to bring an account statement or other acceptable evidence of ownership of
your Shares as of the close of business on the record date. If you hold Shares in street name and wish to vote in person at the Annual Meeting, you will need to contact your bank, broker or other nominee and obtain a proxy from your nominee and
bring it to the Annual Meeting. Directions to attend the Annual Meeting and vote in person are available upon request to the Secretary of the Company at its offices.
How will your votes be counted?
The holders of a majority of the outstanding Shares as of the
close of business on the record date, present in person or by proxy and entitled to vote, will constitute a quorum for the transaction of business at the Annual Meeting. Any proxy, properly executed and submitted, will be voted as directed and, if
no direction is given, will be voted as recommended by the Board of Directors in this Proxy Statement and in the discretion of the proxy holder on any other matter that may properly come before the meeting. A broker
non-vote
and any proxy marked withhold authority or an abstention, as applicable, will count for the purposes of determining a quorum, but will have no effect on the result of the vote on the
election of directors or the ratification of the appointment of our independent registered public accounting firm.
The election of each
of our nominees for director requires a plurality of the votes cast at the Annual Meeting. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm requires a majority of the votes
cast at the Annual Meeting.
It is the Companys understanding that Interstate Properties (Interstate), a New Jersey
general partnership (an owner of shopping centers and an investor in securities and partnerships), Interstates general partners, and Vornado Realty Trust (Vornado), who, as of March 18, 2019, own, in the aggregate,
approximately 59% of the outstanding Shares, will vote (1) for the approval of the election of the nominees listed in this Proxy Statement for directors, and (2) for the ratification of the appointment of the Companys independent
registered public accounting firm, and, therefore, it is likely that these matters will be approved.
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board currently has seven members. Our Bylaws provide that our directors are divided into three classes, as nearly equal in
number as reasonably possible, as determined by the Board. One class of
2