IsZo Capital Announces That ISS and Glass Lewis Recommend Nam Tai Shareholders Vote for Boardroom Change on its GREEN Proxy C...
April 11 2021 - 8:00PM
Business Wire
Both Leading Independent Proxy Advisory
Firms Affirm Numerous Elements of IsZo’s Case for Meaningful
Change
ISS Supports the Election of IsZo Director
Candidates Michael Cricenti, Bo Hu and Louis Leung and the Removal
of Incumbents Dr. Aiping Lyu, Professor Si Zong Wu and Dr. Wing Yan
Lo
ISS Also Notes “Certain Shareholders Might
Reasonably Opt for the Removal of All Four Directors Deemed to Have
Breached Their Fiduciary Duty”
Glass Lewis States IsZo “Provided Sufficient
Evidence to Substantiate its Claims Regarding Poor Performance and
Corporate Governance”
IsZo Urges Shareholders to Vote on the
GREEN Proxy Card to Remove the
Incumbents Guilty of Breaching their Fiduciary Duties and Elect
IsZo’s Full Slate of Diverse, Experienced and High-Integrity
Director Candidates at the Upcoming Special Meeting on April
26th
IsZo Capital Management LP (together with its affiliates, “IsZo”
or “we”), which beneficially owns approximately 13% of the
outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai”
or the “Company”), today announced that leading independent proxy
advisory firms Institutional Shareholder Services Inc. (“ISS”) and
Glass, Lewis & Co., LLC (“Glass Lewis”) have recommended that
Nam Tai shareholders vote for boardroom change on IsZo’s
GREEN Proxy Card.
As a reminder, the court-ordered meeting of Nam Tai shareholders
(the “Special Meeting”) is scheduled to take place on April 26,
2021. The Special Meeting will provide shareholders the opportunity
to reconstitute the Company’s current six-member Board of Directors
by removing four of the incumbent directors – who were recently
found to have breached their fiduciary duties by the Eastern
Caribbean Supreme Court – and installing IsZo’s diverse, ethical
and experienced slate: Michael Cricenti, Cindy Chen Delano, Bo Hu,
Louis Leung, Paula J. Poskon and Jeffrey Tuder. Please note that
IsZo is not seeking to remove incumbent directors Peter R. Kellogg
or Mark Waslen (who did not breach their fiduciary duties).
In particular, ISS recommends for the election of Mr. Cricenti,
Mr. Hu and Mr. Leung and the removal of incumbent directors Dr.
Aiping Lyu, Professor Si Zong Wu and Dr. Wing Yan Lo. Glass Lewis
recommends for the election of Mr. Hu and Mr. Leung and the removal
of Professor Wu and Dr. Lo.
In its full report, ISS notes:1
- “There is a severe lack of independence at the board level,
with four out of six incumbent directors having breached
their fiduciary duty in the context of an improper private
placement meant to reinforce the influence of minority shareholder
Kaisa.”
- “[…] chairman Tam seems to have played a leading
role in the October 2020 private placement […]”
- “Even if the ruling were to be reversed, there are serious
concerns around the motives and process followed by the board to
raise capital.”
- “[…] the strategic collaboration with Kaisa, notably
through property management agreements, creates risks for other
shareholders and raises the question of who benefits the most
from an expansion of the project pipeline.”
- “The need for additional independent oversight at the board
level is evident.”
- “Certain shareholders might reasonably opt for the removal
of all four directors deemed to have breached their fiduciary
duty.”
- “[Cricenti and Hu] have real estate experience. In order to
maximize the chances of board refreshment and given their relevant
experience, the elections of these two nominees warrant shareholder
support.”
- […] Leung stands out due to his former experience at a Chinese
real estate developer. His experience would be directly relevant to
monitor the company's operating performance.”
In its full report, Glass Lewis notes:2
- “Upon review, we find that the Dissident has provided
sufficient evidence to substantiate its claims regarding poor
performance and corporate governance at NTP which has harmed
shareholder interests and value.”
- “As it relates to stock price performance, we also take note
of the positive reactions that are evident in NTP's stock price
following announcements pertaining to IsZo's campaign.”
- “These share price movements suggest that other investors
and NTP shareholders are generally supportive of the Dissident's
campaign seeking changes in the Company's leadership and board
composition.”
- “[…] we are of the view that NTP shareholders may be
justified in supporting the removal of Dr. Tam, Dr. Lyu and Mr. Wu,
primarily due their affiliations with Kaisa and willingness to put
Kaisa's interests above that of other shareholders.
Additionally, as noted above, we have been critical of Dr. Lo's
service on the board due to him being potentially overboarded
[…]”
Brian Sheehy, Founder and Managing Member of IsZo,
commented:
“IsZo appreciates that ISS and Glass Lewis are recommending
shareholders vote on the GREEN
Proxy Card to effect sorely-needed change atop Nam Tai.
Although it appears both advisory firms failed to grasp the full
extent of the targeted directors’ egregious conduct to benefit
Kaisa at the expense of all other shareholders and overlooked the
need for gender diversity in Nam Tai’s all-male boardroom, their
reports clearly highlight that the four directors we are seeking to
remove were found to have breached their fiduciary duties in
connection with Nam Tai’s now-voided $170 million private
placement. The reports also make it abundantly clear that the
incumbents have presided over appalling corporate governance that
cannot be allowed to continue. With this context in mind, IsZo
urges shareholders to go a step further than ISS and Glass Lewis by
voting to elect our full six-member slate, which has the integrity
and strategic vision to unlock the intrinsic value of Nam Tai’s
portfolio.”
1 Permission to quote ISS was neither sought nor obtained.
Emphases added by IsZo.
2 Permission to quote Glass Lewis was neither sought nor
obtained. Emphases added by IsZo.
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