June 1, 2017 / 12:30 PM / 8 months ago

Taubman Centers' shareholders back company's board nominees

NEW YORK (Reuters) - Taubman Centers Inc (TCO.N) emerged victorious from a proxy fight on Thursday, as shareholders voted in support of the mall operator’s three board nominees, fending off opposing candidates from activist hedge fund Land and Buildings.

Land and Buildings had sought two seats on the company’s board, including one held by chief executive and Taubman family member, Bobby Taubman.

Land and Buildings, a real estate-focused activist fund run by former Citigroup analyst Jonathan Litt, is the company’s 19th largest shareholder. The hedge fund nominated Litt and Charles Elson, a finance professor and corporate governance expert at the University of Delaware, to serve on the company’s board.

Beginning last year, Land and Buildings publicly targeted Bobby Taubman’s leadership and called on the company to fix its under-performance compared to peers. Taubman’s properties include the Mall at Short Hills in New Jersey and the Beverly Center in California.

The hedge fund pressed the company to explore a sale and criticized Taubman for cost overruns and delayed mall developments.

Proxy advisers recommended that shareholders vote in favor of Land and Building’s nominees but the hedge fund’s campaign faced a steep uphill battle from the start. The Taubman family owns a large chunk of class-B shares that grants it 30.2 percent of voting power.

One key step the company took before the vote was announcing on Tuesday that it would increase the speed of its board refreshment and transition to an annual election of directors.

    “On behalf of Taubman’s entire Board and management team, we sincerely thank our shareholders for their support and valuable feedback throughout this process,” Taubman said in a statement on Thursday, after Reuters reported the preliminary results of the vote.

    The company’s shareholders voted for directors Bobby Taubman, Cia Marakovits and Myron Ullman. Taubman, valued at $3.7 billion, is based in Bloomfield, Michigan that also has an Asian subsidiary.

    “Land and Buildings expresses gratitude to all Taubman shareholders that voted to support Land and Buildings’ case for change at Taubman,” the fund said in a statement, adding that it had near unanimous support from active fund managers.

    During the Land and Building’s campaign, the company also added a new director and introduced the role of lead independent director to the board.

    Reporting by Michael Flaherty; Editing by Chizu Nomiyama and Marguerita Choy

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