TORONTO, May 23, 2017 /CNW/ - H&R Real Estate
Investment Trust ("H&R" or the "REIT") and H&R Finance
Trust (together with the REIT, the "Trusts") (TSX: HR.UN; HR.DB.D;
and HR.DB.H) have provided unitholders with access to the joint
management information circular (the "Circular") in connection with
the upcoming annual meetings (the "Meetings") of the Trusts to be
held on Monday, June 19, 2017 at
1:00 p.m. (Toronto time) at the TSX Gallery, 130 King
Street West, Toronto, Ontario.
As further described in the Circular, the Board of Trustees of
the REIT is pleased to announce that Alex
Avery and Juli Morrow have
been nominated as trustees of the REIT. Mr. Avery and Ms. Morrow
will bring valuable experience and insight to the Board and will
assist the REIT in continuing to bring value to unitholders.
Additional biographical information in respect of Mr. Avery and Ms.
Morrow is included in the Circular and is excerpted below. With
these two nominations and the election of Stephen Sender as a trustee last year, the
REIT's Board will grow to 8 trustees. At the 2016 annual general
meeting, the REIT adopted a 10‑year term limit policy for new
trustees and a 5‑year term limit for the independent trustees
elected before 2016.
As previously announced, H&R has also adopted a "say-on-pay"
vote with respect to its compensation practices. In November 2016, the Board retained Willis Towers Watson, a leading executive
compensation consulting firm, to provide independent advice on the
design and implementation of a new compensation program for
executives. As a result of this independent review, the Board has
adopted a new, market-aligned compensation program for 2017, as
described in detail in the Circular. Highlights include:
- Market-aligned annual salaries with greater emphasis on
performance based compensation;
- Significant performance measures in annual bonus awards will
include (i) FFO relative to budgeted FFO and (ii) relative one-year
total shareholder return ("TSR") against a select group of
performance peers;
- A significant performance measure in long term compensation
awards will be relative three-year TSR against two performance peer
groups;
- Restricted units and performance based units will be awarded as
long term compensation awards, with options no longer granted to
executive officers for the foreseeable future;
- Long term compensation awards will vest at the end of 3
years;
- There will be caps on short term and long term performance
awards;
- Performance-based incentive arrangements will have minimum
thresholds, below which, no incentives would be awarded; and
- The REIT's clawback policy has been extended to include all
incentive compensation.
The trustees of the REIT are committed to sound corporate
governance practices for the benefit of the REIT and its
stakeholders. The Board will continue to regularly review the
REIT's corporate governance practices to ensure that they are
appropriate.
Unitholders are encouraged to attend the Meetings in person or
via webcast at www.hr-reit.com and to provide their voting
instructions well in advance of the deadline for the deposit of
proxies of 5:00 p.m. (Toronto Time)
on June 16, 2016.
Alex Avery - Mr.
Avery joined CIBC Capital Markets in 2005, where he led its North
American real estate research team until his resignation
May 1, 2017. In this capacity, his
team has provided research coverage for more than 60 real estate
investment trusts and real estate corporations, of which he has
covered more than 30 directly. Mr. Avery has been consistently
recognized for the depth and quality of his research by
institutional investors, as a TopGun Analysis by Brendan Wood
International and for his stock picking and earnings estimation
abilities by StarMine. Prior to joining CIBC Capital Markets, Mr.
Avery worked at a global investment dealer, where he conducted
research on real estate and real estate investment trusts, and
prior to that at Altus Group, a leading commercial real estate
consulting and advisory firm, where he provided valuation and
transaction consulting and advisory services. Mr. Avery earned his
CFA designation, holds both a Master of Business Administration and
a Bachelor of Engineering & Management from McMaster University, and is a Chartered Surveyor
and Member of the Royal Institution of Chartered Surveyors.
Juli Morrow -
Juli Morrow is a partner at Goodmans
LLP, one of Canada's premier
transaction law firms, and is one of Canada's preeminent real estate lawyers. Her
practice focuses on commercial real estate transactions, including
acquisitions, dispositions, mortgage financing, leasing, management
agreements and joint ventures. She has been recognized as one of
Canada's leading real estate
lawyers by Chambers Global and a number of other sources. She
earned a B.C.L. from McGill University
in 1975, an LL.B from McGill University
in 1976 and a LL.M from the University of
Toronto in 1979. She joined Goodmans LLP in 1977.
About H&R REIT and H&R Finance Trust
H&R REIT is Canada's
largest diversified real estate investment trust with total assets
of approximately $14.1 billion at
March 31, 2017. H&R REIT is a
fully internalized real estate investment trust and has ownership
interests in a North American portfolio of high quality office,
retail, industrial and residential properties comprising over 45
million square feet.
H&R Finance Trust is an unincorporated investment trust,
which primarily invests in notes issued by a U.S. corporation which
is a subsidiary of H&R REIT. The current note receivable
balance is U.S. $221.7 million. In
2008, H&R REIT completed an internal reorganization which
resulted in each issued and outstanding H&R REIT unit trading
together with a unit of H&R Finance Trust as a "Stapled Unit"
on the Toronto Stock Exchange.
Forward-looking Statements
Certain statements in this news release contain forward-looking
information within the meaning of applicable securities laws (also
known as forward-looking statements). These forward-looking
statements include, but are not limited to H&R's plans,
objectives, expectations and intentions, including statements
contained in this release that are not historical facts. Such
forward-looking statements reflect H&R's current beliefs and
are based on information currently available to management. These
statements are not guarantees of future performance and are based
on H&R's estimates and assumptions that are subject to risks
and uncertainties, including those discussed in H&R's materials
filed with the Canadian securities regulatory authorities from time
to time, which could cause the actual results and performance of
H&R to differ materially from the forward-looking statements
contained in this news release.. Although the forward-looking
statements contained in this news release are based upon what
H&R believes are reasonable assumptions, there can be no
assurance that actual results will be consistent with these
forward-looking statements. All forward-looking statements in this
news release are qualified by these cautionary statements. These
forward-looking statements are made as of today and H&R, except
as required by applicable law, assumes no obligation to update or
revise them to reflect new information or the occurrence of future
events or circumstances.
Additional information regarding H&R REIT is available at
www.hr-reit.com and on www.sedar.com.
SOURCE H&R Real Estate Investment Trust