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IsZo Capital Announces That ISS and Glass Lewis Recommend Nam Tai Shareholders Vote for Boardroom Change on its GREEN Proxy Card

Nachrichtenquelle: Business Wire (engl.)
12.04.2021, 02:00  |  119   |   |   

IsZo Capital Management LP (together with its affiliates, “IsZo” or “we”), which beneficially owns approximately 13% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have recommended that Nam Tai shareholders vote for boardroom change on IsZo’s GREEN Proxy Card.

As a reminder, the court-ordered meeting of Nam Tai shareholders (the “Special Meeting”) is scheduled to take place on April 26, 2021. The Special Meeting will provide shareholders the opportunity to reconstitute the Company’s current six-member Board of Directors by removing four of the incumbent directors – who were recently found to have breached their fiduciary duties by the Eastern Caribbean Supreme Court – and installing IsZo’s diverse, ethical and experienced slate: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder. Please note that IsZo is not seeking to remove incumbent directors Peter R. Kellogg or Mark Waslen (who did not breach their fiduciary duties).

In particular, ISS recommends for the election of Mr. Cricenti, Mr. Hu and Mr. Leung and the removal of incumbent directors Dr. Aiping Lyu, Professor Si Zong Wu and Dr. Wing Yan Lo. Glass Lewis recommends for the election of Mr. Hu and Mr. Leung and the removal of Professor Wu and Dr. Lo.

In its full report, ISS notes:1

  • “There is a severe lack of independence at the board level, with four out of six incumbent directors having breached their fiduciary duty in the context of an improper private placement meant to reinforce the influence of minority shareholder Kaisa.”
  • “[…] chairman Tam seems to have played a leading role in the October 2020 private placement […]”
  • “Even if the ruling were to be reversed, there are serious concerns around the motives and process followed by the board to raise capital.”
  • “[…] the strategic collaboration with Kaisa, notably through property management agreements, creates risks for other shareholders and raises the question of who benefits the most from an expansion of the project pipeline.”
  • The need for additional independent oversight at the board level is evident.”
  • “Certain shareholders might reasonably opt for the removal of all four directors deemed to have breached their fiduciary duty.”
  • “[Cricenti and Hu] have real estate experience. In order to maximize the chances of board refreshment and given their relevant experience, the elections of these two nominees warrant shareholder support.”
  • […] Leung stands out due to his former experience at a Chinese real estate developer. His experience would be directly relevant to monitor the company's operating performance.”

In its full report, Glass Lewis notes:2

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IsZo Capital Announces That ISS and Glass Lewis Recommend Nam Tai Shareholders Vote for Boardroom Change on its GREEN Proxy Card IsZo Capital Management LP (together with its affiliates, “IsZo” or “we”), which beneficially owns approximately 13% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today announced that leading …

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23.04.21