UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. )
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BROOKFIELD DTLA FUND OFFICE TRUST
INVESTOR INC.
(Name of Registrant as Specified In Its Charter)
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NOTICE OF 2020 Annual
MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 12, 2020
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND US A PROXY.
October 2, 2020
TO THE STOCKHOLDERS OF BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR
INC.:
NOTICE IS HEREBY GIVEN that the 2020 Annual Meeting of Stockholders
(the “Annual Meeting”) of Brookfield DTLA Fund Office Trust
Investor Inc., a Maryland corporation (the “Company”,
“we”, “our” or “us”), will be 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. 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.
At the Annual Meeting, holders of Common Stock will be entitled
to vote as a single class for:
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The election of five directors to serve
until the 2021 Annual Meeting of Stockholders and until their
successors are duly elected and qualifies; |
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The ratification of the selection of Deloitte & Touche LLP
as the Company’s independent registered public accounting firm for
the fiscal year ending December 31, 2020; and |
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The transaction of such other business as may properly come
before the meeting or any continuation, postponement or adjournment
thereof. |
At the Annual Meeting, holders of Series A Preferred Stock will
not be entitled to vote on any matter.
Pursuant to our charter, holders of Series A Preferred Stock are
entitled to elect two directors (“Preferred Directors”)
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. At a Special Meeting
of holders of the Company’s Series A Preferred Stock held on
November 10, 2017, which was adjourned until, and concluded on,
December 11, 2017, Andrew Dakos and Phillip Goldstein were elected
by the holders of Series A Preferred Stock to serve as directors on
the board of directors (the “Board”). As holders of Series A
Preferred Stock did not submit nominees for the Annual Meeting as
provided in our Second Amended and Restated Bylaws of the Company,
dated August 11, 2014 (the “Amended Bylaws”), Mr. Dakos and
Mr. 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, our charter and the Amended
Bylaws.
The Board has fixed the close of business on September 14, 2020 as
the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting and at any
continuation, postponement or adjournment thereof. Only holders of
Common Stock of record on September 14, 2020 may vote at the Annual
Meeting on the foregoing matters. A copy of the Company’s Annual
Report on Form 10-K for the year ended December 31, 2019 is
enclosed.
Brookfield DTLA Holdings LLC, a Delaware limited liability company,
is the holder of all of the issued and outstanding shares of Common
Stock. Please refer to the attached Information Statement, which
forms a part of this Notice of Annual Meeting and is incorporated
herein by reference, for further information with respect to the
business to be transacted at the Annual Meeting.
By Order of the Board,

Michelle L. Campbell, Secretary
BROOKFIELD DTLA FUND OFFICE TRUST INVESTOR INC.
250 VESEY STREET, 15TH
FLOOR NEW YORK, NY 10281

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
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Age
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Position with the
Company
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Director
Since
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G. Mark
Brown |
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55 |
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Director
(also Chairman of the Board and Principal Executive Officer) |
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2013 |
Michelle L.
Campbell |
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49 |
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Director (also Senior
Vice President, Secretary) |
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2014 |
Murray Goldfarb |
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45 |
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Director |
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2018 |
Ian Parker |
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56 |
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Director |
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2017 |
Robert L. Stelzl |
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75 |
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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:
Name
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Age
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Position
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Director
Since
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Andrew
Dakos |
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54 |
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Director |
|
2017 |
Phillip
Goldstein |
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75 |
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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:
•
|
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; |
|
|
•
|
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; |
|
|
•
|
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; |
|
|
•
|
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 |
|
|
•
|
Whether the nominated Preferred Director candidate controls the
nominating stockholder or any member of the nominating stockholder
group. |
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.”
Compensation of Directors
The following table summarizes the compensation earned by each of
our independent directors during the fiscal year ended December 31,
2019:
Name
(1) |
|
Fees Earned
or Paid
in Cash
($) (2)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
Andrew
Dakos |
|
|
65,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
65,000 |
|
Phillip
Goldstein |
|
|
55,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
55,000 |
|
Robert
L. Stelzl |
|
|
65,000 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
65,000 |
|
|
(1) |
Each non-independent member of the
Board does not receive any additional compensation from the Company
for his or her services as a director. |
|
(2) |
The compensation of the Company’s
independent directors consists of an annual retainer fee of $55,000
and an additional $10,000 for members of the Audit Committee. |
ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
Our executive officers are employed and compensated by the Manager
and, consequently, this Information Statement does not include
executive compensation disclosure pursuant to Item 402 of
Regulation S- K of the U.S. Securities Act of 1933 (“Item
402”), including the Compensation Discussion and Analysis
section, the compensation tables and other narrative executive
compensation disclosure required by Item 402. The Company is not
required to hold a non-binding advisory stockholder “say-on-pay”
vote on the compensation of our executive officers, as such a vote
is required only when proxies are being solicited from
stockholders.
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee of the Board has recommended to the Board that
it select Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2020 and has further directed that management submit
the selection of the independent registered public accounting firm
for ratification by DTLA Holdings as the sole holder of Common
Stock at the Annual Meeting. Deloitte & Touche LLP has audited
our financial statements since our inception in 2013.
Principal Accounting Fees and Services
The following table summarizes the aggregate fees billed to the
Company for professional services rendered by its independent
registered public accounting firm, Deloitte & Touche LLP, for
the fiscal years ended December 31, 2019 and 2018:
|
|
For the Year Ended December 31, 2019 |
|
|
For the Year Ended December 31, 2018 |
|
Audit
fees (1) |
|
$ |
776,100 |
|
|
$ |
754,100 |
|
Audit-related
fees |
|
|
- |
|
|
|
- |
|
Tax fees |
|
|
- |
|
|
|
- |
|
All other fees |
|
|
- |
|
|
|
- |
|
|
|
$ |
776,100 |
|
|
$ |
754,100 |
|
|
(1) |
Audit fees consist of fees for
professional services provided in connection with the audits of the
Company’s annual consolidated financial statements, audits of the
Company’s subsidiaries required for statute or otherwise and the
performance of interim reviews of the Company’s quarterly unaudited
condensed consolidated financial statements. |
Ratification of the selection of Deloitte & Touche LLP as the
Company’s independent registered public accounting firm by holders
of Common Stock is not required by the Amended Bylaws or otherwise.
However, the Board is submitting the selection of Deloitte &
Touche LLP to DTLA Holdings as the sole holder of Common Stock for
ratification as a matter of corporate practice. Although it is
expected that DTLA Holdings will ratify the selection, the Audit
Committee may in its discretion direct the appointment of a
different independent registered public accounting firm at any time
during the year if the Audit Committee determines that such a
change would be in the Company’s best interests.
Representatives of Deloitte & Touche LLP that are currently
advising the Company for the fiscal year ended December 31, 2019
are expected to be present at the Annual Meeting. They will have
the opportunity to make a statement and such representatives will
be expected to be available to respond to appropriate
questions.
The affirmative vote of a majority of the votes cast by the holders
of Common Stock at the Annual Meeting is required for the
ratification of the selection of Deloitte & Touche LLP as our
independent registered public accounting firm.
PRINCIPAL STOCKHOLDERS
As of September 14, 2020, DTLA Holdings owns 100% of the issued and
outstanding shares of the Company’s Common Stock.
Based on the Company’s review of all forms filed with
the SEC by holders of the Series A Preferred Stock with
respect to ownership of shares of Series A Preferred Stock and
other information, as of September 14, 2020, set forth below is a
table that shows how much of our Series A Preferred Stock was
beneficially owned on September 14, 2020, by each person known to
us to beneficially own more than 5% of our Series A Preferred
Stock. Please note that under U.S. securities laws, the Series
A Preferred Stock is generally not considered voting stock and,
therefore, persons beneficially owning more than 5% of our Series A
Preferred Stock have no obligation to notify us or the SEC of their
beneficial ownership of such Series A Preferred Stock.
Consequently, there may be other holders of more than 5% of the
Series A Preferred Stock that are not known to us.
Name and Address of Beneficial Owner |
|
Amount and
Nature of
Beneficial
Ownership (1)
|
|
|
Percent of
Class (1)
|
|
Kawa Capital Management Inc. (2)
21500 Biscayne Boulevard
Suite 700
Aventura, FL 33180 |
|
|
491,772 |
|
|
|
5.05 |
% |
(1) |
Under Rule 13d-3 of the Exchange Act, certain
shares may be deemed to be beneficially owned by more than
one person (if, for example, a person shares the power to vote
or the power to dispose of the shares). In addition, shares are
deemed to be beneficially owned by a person if the person has the
right to acquire the shares (for example, upon exercise of an
option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person,
the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by
reason of these acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in this table does not
necessarily reflect the person’s actual ownership or voting power
with respect to the number of shares of Series A Preferred Stock
actually outstanding as of September 14, 2020. |
(2) |
Information regarding Kawa Capital Management
Inc. (“Kawa”) was obtained from a Schedule 13G/A, filed
with the SEC by Kawa on February 14, 2020. Kawa reported
that, at February 14, 2020, the following entity and
natural person possessed shared power to vote, and shared power to
direct the disposition of, the respective amount of shares that
follow: Kawa–491,772; and Mr. Daniel Ades–491,772. |
SECURITY OWNERSHIP OF OUR DIRECTORS AND EXECUTIVE OFFICERS
As of September 14, 2020, none of the Company’s directors or
executive officers owns any Common Stock.
EXECUTIVE OFFICERS OF THE REGISTRANT
Our current executive officers are as follows:
Name
|
|
Age
|
|
Position
|
|
Executive
Officer Since
|
G. Mark
Brown |
|
55 |
|
Director
(also Chairman of the Board and Principal Executive Officer) |
|
2017 |
Bryan D. Smith |
|
50 |
|
Chief Financial
Officer |
|
2018 |
G. Mark Brown was appointed Chairman of the Board and
Principal Executive Officer in May 2017. He has served on the Board
since the Company was formed in 2013. Mr. Brown is a Managing
Partner in Brookfield Asset Management’s real estate group. He has
been employed by the Manager since 2000, and has held various
senior executive roles, including Global Chief Investment Officer.
The Board appointed Mr. Brown as Chairman of the Board and
Principal Executive Officer based on, among other factors, his
knowledge of the Company and his experience in commercial real
estate.
Bryan D. Smith was appointed as Chief Financial
Officer of the Company in August 2018. He has been employed by the
Manager as a Senior Vice President in Brookfield Asset Management’s
real estate group since March 2018. Prior to joining BAM, Mr. Smith
was the Chief Financial Officer of US Real Estate at The Carlyle
Group since June 2013. The Board appointed Mr. Smith as Chief
Financial Officer based on, among other factors, his experience in
finance and commercial real estate.
Compensation Discussion and Analysis
The Company does not directly employ any of the persons responsible
for managing its business. The Manager, through DTLA Holdings,
manages our operations and activities, and it, together with the
Board and officers, makes decisions on our behalf. Our executive
officers are employed by the Manager and we do not directly or
indirectly pay any compensation to them. The compensation of the
executive officers is set by the Manager and we have no control
over the determination of their compensation. Our executive
officers participate in employee benefit plans and arrangements
sponsored by the Manager. We have not established any employee
benefit plans or entered into any employment agreements with any of
our executive officers. In determining the total compensation paid
to our executive officers, the Manager considers, among other
things, its business, results of operations and financial condition
taken as a whole.
COMPENSATION RISK ASSESSMENT
The Company believes that the compensation policies and practices
of the Company, and of the Manager with respect to the executive
officers of the Company, appropriately balance risk in connection
with the achievement of annual and long-term goals and that they do
not encourage unnecessary or excessive risk taking. The Company
believes that the compensation policies and practices of the
Company, and of the Manager with respect to the executive officers
of the Company, are not reasonably likely to have a material
adverse effect on its financial position or results of
operations.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board assists the Board with its
oversight responsibilities regarding the Company’s financial
reporting process. The Company’s management is responsible for the
preparation, presentation and integrity of the Company’s financial
statements as well as the Company’s financial reporting process,
accounting policies, internal control over financial reporting and
disclosure controls and procedures. The independent registered
public accounting firm is responsible for performing an audit of
the Company’s financial statements and its internal control over
financial reporting and for reviewing the Company’s quarterly
financial statements.
The Audit Committee has reviewed and discussed the Company’s
audited financial statements for the year ended December 31, 2019
with the Company’s management and with Deloitte & Touche LLP,
the Company’s independent registered public accounting firm. The
Audit Committee discussed with Deloitte & Touche LLP the
overall scope of, and plans for, its audit. The Audit Committee
regularly meets with Deloitte & Touche LLP, both with and
without management present, to discuss the results of its audit and
the overall quality of the Company’s financial reporting. In the
performance of their oversight function, the members of the Audit
Committee necessarily relied upon the information, opinions,
reports and statements presented to them by the Company’s
management and by Deloitte & Touche LLP. The Audit Committee
has also discussed with Deloitte & Touche LLP the matters
required to be discussed with the Audit Committee in accordance
with standards established by the Public Company Accounting
Oversight Board (United States) (“PCAOB”). The Audit
Committee has received and reviewed the written disclosures and the
letter from Deloitte & Touche LLP required by PCAOB Ethics and
Independence Rules 3526, Communication with Audit Committees
Concerning Independence, and has discussed with Deloitte &
Touche LLP its independence.
Based on the reviews and discussions referred to above, the Audit
Committee recommended to the Board that the audited financial
statements referred to above be included in the Company’s Annual
Report on Form 10- K for the year ended December 31, 2019, filed
with the SEC on March 26, 2020. This report is provided by the
following independent directors, who comprise the Audit
Committee:
Robert L. Stelzl, Chair
Andrew Dakos
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures
Under the Company’s Corporate Governance Guidelines, each director
is required to inform the Board of any potential or actual
conflicts, or what might appear to be a conflict of interest he or
she may have with the Company. If a director has a personal
interest in a matter before the Board or a committee, he or she
must not participate in any vote on the matter except where the
Board or the committee has expressly determined that it is
appropriate for him or her to do so. Under BAM’s Code of Business
Conduct and Ethics, officer and employee conflicts of interest are
generally prohibited as a matter of Company policy.
Management Agreements
Certain subsidiaries of the Company have entered into arrangements
with the Manager, pursuant to which the Manager provides property
management and various other services. Property management fees
under the management agreements entered into in connection with
these arrangements are calculated based on 2.75% of rents collected
(as defined in the management agreements). In addition, the Company
pays the Manager an asset management fee, which is calculated based
on 0.75% of the capital contributed by DTLA Holdings. Leasing
management fees paid to the Manager range from 1.00% to 4.00% of
expected rents, depending on the terms of the lease and whether a
third-party broker was paid a commission for the transaction.
Construction management fees are paid to the Manager based on 3.00%
of hard and soft construction costs. Development management fees
are paid to the Manager and affiliates based on 3.00% of hard and
soft construction costs. A summary of costs incurred by the
applicable subsidiaries of the Company under these arrangements for
the fiscal year ended December 31, 2019 is as follows (in
thousands):
|
|
For the Year Ended December 31, 2019 |
|
Property
management fee expense |
|
$ |
8,479 |
|
Asset management fee
expense |
|
|
6,161 |
|
Leasing and
construction management fees |
|
|
5,051 |
|
Development
management fees (1) |
|
|
991 |
|
General,
administrative and reimbursable expenses |
|
|
2,865 |
|
(1) |
Amount presented is calculated by
applying the Company’s ownership interest percentage in an
unconsolidated real estate joint venture as of period end to the
amounts capitalized during the period. Amounts capitalized prior to
May 31, 2019 (the date our wholly-owned interests in
Brookfield DTLA 4050/755 Inc. were transferred to the
joint venture) are reported at 100%. |
Insurance Agreements
Properties held by certain subsidiaries and affiliates of the
Company are covered under insurance policies entered into by the
Manager. Insurance premiums for the Company’s properties are paid
by the Manager. The Company reimburses the Manager for the amount
of fees and expenses related to such policies that have been
allocated to the Company’s properties as determined by the Manager
in its reasonable discretion taking into consideration certain
facts and circumstances, including the value of the Company’s
properties. A summary of the costs incurred by the applicable
subsidiaries and affiliates of the Company under this arrangement
for the fiscal year ended December 31, 2019 is as follows (in
thousands):
|
|
For the Year Ended December 31, 2019 |
|
Insurance
expense |
|
$ |
9,286 |
|
Other Related Party Transactions with BAM Affiliates
Brookfield DTLA leases office space to a tenant in which an
affiliate of BAM is an investor.
Additionally, the Company purchases chilled water for air
conditioning at one of its properties from an affiliate of BAM. A
summary of the impact of related party transactions with BAM
affiliates by the applicable subsidiaries of the Company for the
fiscal year ended December 31, 2019 is as follows (in
thousands):
|
|
For the Year Ended December 31, 2019 |
|
Lease
income |
|
$ |
5,916 |
|
Interest and other
revenue |
|
|
208 |
|
Rental property
operating and maintenance expense (1) |
|
|
676 |
|
Other expense |
|
|
142 |
|
Interest expense
(2) |
|
|
613 |
|
(1) |
Amounts presented are for purchases of chilled
water for air conditioning at one of the Company’s
properties. |
(2) |
On
September 30, 2019, BAM acquired a significant interest
in Oaktree Capital Management, L.P., whose subsidiary is the lender
of the $35.0 million mezzanine loan due from Wells Fargo
Center–North Tower. Interest payable to the lender totals
$112 thousand as of December 31, 2019. |
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that the Company’s
executive officers and directors, and beneficial owners of more
than 10% of a registered class of its equity securities, file
reports of ownership and changes in ownership of such securities
with the SEC. Such officers, directors and greater than 10%
stockholders are also required to furnish us with copies of all
Section 16(a) forms they file.
Based on our review of the copies of all Section 16(a) forms
received by us and other information, we believe that with regard
to the fiscal year ended December 31, 2019, all of our executive
officers, directors and greater than 10% stockholders complied with
all applicable filing requirements.
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