This Day On The Street
Continue to site
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here

CommonWealth REIT Confirms Commitment To Best In Class Governance By Permanently Waiving Option To Classify Its Board Under Maryland Law

CommonWealth REIT (NYSE:CWH) today announced the CWH Board of Trustees has confirmed its commitment to best in class governance by permanently waiving the option to classify its Board under provisions of the Maryland Unsolicited Takeover Act, or MUTA, unless approved by a majority of common shares outstanding. The resolution includes the following:

“NOW THEREFORE IT IS HEREBY RESOLVED, that, pursuant to Section 3-802(c) of the Maryland General Corporation Law (the “MGCL”), the Company is hereby prohibited from electing to be subject to the provisions of Section 3-803 or otherwise providing for the Trustees of the Company to be divided into classes pursuant to Title 3, Subtitle 8 of the MGCL, and further provided that the foregoing prohibition may not be repealed unless the repeal of such prohibition, or the classification of the Trustees pursuant to Section 3-803, is approved by the holders of at least a majority of the issued and outstanding shares of beneficial interest in the Company that would be entitled to vote thereon;”

A copy of the Articles Supplementary adopted by the Board and filed with the State Department of Assessments and Taxation of Maryland making this resolution effective will be filed with the Securities and Exchange Commission.

As announced last year, the CWH Board has endorsed, and will submit to a shareholder vote at the June 2014 annual shareholders’ meeting, an amendment to CWH’s Declaration of Trust to allow for the de-classification of the Board and the annual election of all Trustees. To facilitate this change, last year CWH opted-out of MUTA provisions which allow for classifying the Board. The action announced today permanently precludes the CWH Board from opting-in to these provisions of MUTA without shareholder approval.

Adam Portnoy, President and Managing Trustee of CWH, made the following statement regarding today’s announcements:

“The Board’s actions to permanently waive its right to classify itself under Maryland law demonstrate our commitment to best in class corporate governance and confirm that CWH’s many corporate governance enhancements are irreversible and sincere.”

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

David Peltier identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $93.74 0.00%
FB $117.58 0.00%
GOOG $693.01 0.00%
TSLA $240.76 0.00%
YHOO $36.60 0.00%


Chart of I:DJI
DOW 17,773.64 -57.12 -0.32%
S&P 500 2,065.30 -10.51 -0.51%
NASDAQ 4,775.3580 -29.9330 -0.62%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs