June 18, 2013
/PRNewswire/ -- Corvex Management LP ("Corvex") and Related Fund Management, LLC ("Related"), today commented on the report published by Glass Lewis & Co. ("Glass Lewis"), one of the nation's leading independent proxy advisory firms, recommending that their clients vote to remove the entire board of trustees at CommonWealth REIT (NYSE:CWH) by consenting to ALL proposals using Corvex and Related's WHITE consent card.
of Corvex and
Jeff T. Blau
of Related, said: "Glass Lewis's recommendation to remove all CommonWealth trustees marks the second vote of unanimous support from a leading independent proxy advisory firm – further validating that our consent solicitation offers the only path toward significant change at CommonWealth. By ignoring the Portnoys' baseless rhetoric to instead focus squarely on the facts in making its recommendations, Glass Lewis clearly endorses our effort to immediately stop the value destruction taking place at CommonWealth. We continue to encourage all of our fellow shareholders to follow the recommendations from both Glass Lewis and Institutional Shareholder Services (ISS) and sign, date and return their WHITE consent card today. Shareholders may also be able to vote online by following the instructions on their voting materials."
In its report, Glass Lewis noted that:
"RMR's interests are significantly misaligned with those of CW's shareholders... [and] the external management structure provides for value transfers to the Manager irrespective of the losses realized by investors in the Trust."
"...the board has generally responded to the Dissident's consent solicitation and recent shareholder votes of disapproval with the adoption of increasingly regressive and obfuscatory governance provisions."
"When challenged to address the foregoing issues, we find the board quickly opted to rely on specious and misleading arguments, while concurrently ignoring a lopsided shareholder mandate and closing as many channels for shareholder recourse as possible. In our view, these steps are more indicative of a panicked boardroom than a group of trustees confident in its value proposition."