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| RPT > SEC Filings for RPT > Form 8-K on 13-May-2009 | All Recent SEC Filings |
13-May-2009
Entry into a Material Definitive Agreement, Financial Statement
On May 12, 2009, Ramco-Gershenson Properties Trust (the "Trust") and Equity One, Inc. ("Equity One") issued a joint press release announcing that they had reached an agreement to settle the proxy contest in connection with the Trust's 2009 annual meeting of shareholders.
The settlement agreement by and between the Trust and Equity One was entered into as of May 12, 2009 (the "Support Agreement"). Pursuant to the Support Agreement, among other things:
º The Trust will appoint Equity One's two proposed nominees, David J. Nettina
and Matthew L. Ostrower, to the Board prior to the 2009 annual meeting.
Messrs. Nettina and Ostrower will be included on the Board-nominated slate
of trustees for election at the 2009 annual meeting, one for a three-year
term and one for a two-year term, and the Trust will recommend that
shareholders vote to elect all of the Board-nominated trustees.
º Equity One will cease, and will cause its representatives, affiliates,
officers and directors to cease, any and all activities relating to the
solicitation of proxies with respect to the matters to be voted upon at the
Trust's 2009 annual meeting. In furtherance thereof, Equity One has
withdrawn its nominations of Messrs. Nettina and Ostrower for consideration
at the 2009 annual meeting.
º Equity One and its affiliates will vote all of their common shares of
beneficial ownership of the Trust for the nominees of the Trust, will not
support any other nominees and will not participate in any withhold vote or
similar campaign with respect to the 2009 annual meeting.
º The Trust will appoint one or both of Messrs. Nettina and Ostrower to the
Audit, Compensation and Nominating and Governance Committees of the Board,
subject to applicable law and New York Stock Exchange requirements. If the
Board forms a special committee regarding its review of strategic
alternatives, the Board will in good faith consider the appointment of one
of Messrs. Nettina and Ostrower to such committee, subject to the Board's
fiduciary obligations.
º The Trust will use its reasonable best efforts to hold the 2009 annual
meeting on June 10, 2009, and at such time and place as is reasonable,
customary and consistent with past practice.
The foregoing is a summary of the terms of the Support Agreement and the press release, which is qualified in its entirety by reference to the Support Agreement and press release, copies of which are attached hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference.
In connection with the Company's 2009 Annual Meeting of Shareholders, the
Company has filed a preliminary proxy statement with the Securities and Exchange
Commission. The Company will file a definitive proxy statement in connection
with the 2009 Annual Meeting of Shareholders. SHAREHOLDERS ARE STRONGLY ADVISED
TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE, BECAUSE IT
WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the
definitive proxy statement (when available) and other documents filed by
Ramco-Gershenson Properties Trust at the Securities and Exchange Commission's
website at http://www.sec.gov. The definitive proxy statement and such other
documents may also be obtained free of charge by directing such request to
Investor Relations, Ramco-Gershenson Properties Trust, 31500 Northwestern
Highway, Suite 300, Farmington Hills, Michigan, 48334, telephone:
(248) 350-9900, or on the Company's website at www.rgpt.com.
(d) Exhibits.
10.1 Support Agreement, dated May 12, 2009, by and between the Trust and Equity One.
99.1 Press Release dated May 12, 2009.
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