June 14, 2013
/PRNewswire/ -- Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related"), today issued the following statement regarding the report by Institutional Shareholder Services (ISS), a leading independent proxy advisory and corporate governance advisory firm, recommending that the shareholders of CommonWealth REIT (NYSE: CWH) vote to remove the entire board of trustees at CommonWealth.
of Corvex and
Jeff T. Blau
of Related issued the following statement:
"This is a monumental recommendation from a leading proxy advisory firm in that it recognizes the need for immediate, wholesale change to CommonWealth's board. We are pleased that ISS strongly supports our effort to stop the value destruction at Commonwealth and free the Company from its abysmal corporate governance practices and continued mismanagement by the Portnoys. This consent solicitation is a referendum on CommonWealth's board and management and a successful remove vote will create a clear path for shareholders to nominate truly independent and accountable trustees who are committed to the future success of CommonWealth for the long-term benefit of all shareholders. Make no mistake, our only agenda is to effect change and remove CommonWealth's trustees and we appreciate the strong and broad support of those who have already voted in favor of change at CommonWealth. The arbitration process is already well underway and we anticipate a prompt resolution on matters related to our efforts to effect change at CommonWealth. As CommonWealth itself noted, the arbitration process 'provides for an expedited process for resolving disputes.'"
In its report, ISS noted that:
"Votes FOR removal of all existing directors are warranted given that the dismal returns to shareholders over an extended period prior to the dissidents' arrival, the links between underperformance on key drivers of shareholder value and the inherent conflicts of interest in the external management structure the company maintains, and the current board's use of corporate governance provisions to entrench itself, in aggregate form a compelling case that change at the board level is necessary."