Announces Director Slate for 2019 Annual Meeting
BLOOMFIELD HILLS, Mich.--(BUSINESS WIRE)--
Taubman Centers, Inc. (NYSE:TCO) (the "Company") today announced that
its Board of Directors has nominated Michelle J. Goldberg, a Partner at
Ignition Partners and a Venture Partner at SoGal Ventures with
significant technology, investment, retail disruption, finance and
digital media expertise, as well as board experience, to stand for
election to the Company's Board at the 2019 Annual Meeting of
New director nominee Ms. Goldberg is a seasoned technology investor with
strategic, financial and governance experience and a focus on
consumer-facing, digital media and retail opportunities leveraging data
analytics and investing in emerging consumer technologies. She also has
a deep understanding of enterprise technology, including cloud
computing, big data, scalability and SaaS. She is a partner of Ignition
Partners (since 2007), a venture capital fund dedicated to funding and
cultivating entrepreneurs in technology, and a Venture Partner at SoGal
Ventures (since 2017), a female-led fund investing in how the next
generation lives, works and stays healthy.
Ms. Goldberg has substantial public company board and corporate
governance experience and has served as a board member, observer and
advisor to a number of technology companies. She currently serves on the
board of Legg Mason, Inc. (NYSE:LM) as a member of the Audit Committee
and the Risk Committee and previously served on the board of Plum Creek
Timber Company, Inc. (NYSE:PCL), a REIT specializing in the timber
industry, where she was a member of the Compensation Committee until
Plum Creek's merger with Weyerhaeuser (NYSE:WY). Over the past two
decades, she has also served on various privately held portfolio company
boards, including in the mobile, social and digital commerce and
enterprise software industries.
Ms. Goldberg was named one of the Top 100 Most Influential Women in
Technology by the Puget Sound Business Journal and was one of the
publication's "40 under 40" honorees in 2008 and a Hall of Fame inductee
in 2018. Ms. Goldberg is a Crown Fellow of the Aspen Institute and is an
advocate and fundraiser for women in technology and investing. Ms.
Goldberg, who is conversant in Mandarin, has a B.A. in Asian Studies
from Columbia College where she is now a member of the Board of Visitors
and an M.A. in East Asian Studies from Harvard University.
Before joining Ignition Partners, Michelle consulted to Microsoft's
Developer Division (1999 to 2000), worked as an investment banker in
middle market mergers and acquisitions at Olympic Capital Partners (1997
to 2000), and served as a management consultant with A.T. Kearney (1994
to 1997) and the China External Trade Development Council (CETRA) in
Taiwan (1991 to 1992).
"As technology continues to transform the retail landscape and consumer
preferences, we are delighted to nominate Michelle to serve as a new
independent director of Taubman as part of our robust, multi-year board
refreshment process that has been supported by Heidrick & Struggles,"
said Myron E. ("Mike") Ullman III, Lead Director and Chair of the
Board's Nominating and Corporate Governance Committee. "Michelle is a
powerful leader and investor in the fields of consumer-facing
technology, digital media and data analytics, and she will also bring to
the Taubman Board her significant public and private board experience,
investment expertise and history of fiduciary responsibility. Michelle
is also familiar with REIT-related matters, including through her prior
service on the board of a publicly-traded REIT. Michelle will be a
strong addition to our transformed and refreshed Board of Directors and
an asset to the Company in navigating the evolving retail landscape,
including with respect to maximizing relevance to millennials and
targeting digitally native brands."
Ms. Goldberg commented, "With retail facing accelerated change from
eCommerce and other trends, I am thrilled to join Taubman's Board. I
believe my background in technology and digital commerce will enable me
to bring a unique perspective to the Board. I am excited to leverage my
learnings around emerging consumer technologies and evolving millennial
mindsets for the benefit of Taubman investors. I look forward to working
with my fellow Board members and the management team to provide
strategic guidance and business input to create additional value for
In addition to Ms. Goldberg, the incumbent directors whose terms expire
this year and are being nominated to stand for re-election to one-year
terms are Mayree C. Clark, Michael J. Embler, Janice L. Fields, Nancy
Killefer and Ronald W. Tysoe. With the election of Ms. Goldberg to the
Taubman Board along with the other members of Taubman's slate, Ms.
Goldberg will be the third new independent director to join the Taubman
Board in 2019, and the Board will have a majority of female directors.
In addition, seven of the Board's nine directors will have been newly
elected since 2016, reflecting the Board's focus on expanding the
skillsets, experience, perspectives and diversity of its directors.
Current director Jonathan Litt, the Founder and Chief Investment Officer
of Land & Buildings Investment Management, will conclude his director
service at the 2019 Annual Meeting and not stand for re-election.
Taubman expresses its recognition of Mr. Litt's time and service on the
Board and of Land & Buildings' involvement as an engaged shareholder.
Over the last three years, the Taubman Board of Directors has taken
significant steps to enhance the overall quality and depth of the Board,
reinforce the strength of the Company's governance practices and drive
significant portfolio actions. Notably, as part of this effort, Taubman
Appointed seven new independent directors, including Ms. Goldberg
(more than two-thirds of the Board) since 2016;
Reduced average independent director tenure to 2.5 years, down from
over 14 years as of the beginning of 2016;
Increased the gender diversity of the Board with five female directors
including Ms. Goldberg, resulting in a majority female board;
Created a new lead director position with robust responsibilities;
Transitioned to annual elections for the Company's directors;
Benefited from extensive shareholder input and expanded investor
engagement initiatives involving the Board, the Nominating and
Corporate Governance Committee and the Company's management team;
Expanded and enhanced its disclosures to investors;
Taken decisive strategic portfolio actions, including partnering with
funds managed by The Blackstone Group, a best-in-class real estate
partner, in the Asia transaction announced earlier this year.
Further details regarding the Company's director candidates and related
matters will be included in the Company's proxy statement, which is
expected to be filed on or about April 30, 2019. The 2019 Annual Meeting
has been scheduled to be held on May 30, 2019.
Taubman Centers is an S&P MidCap 400 Real Estate Investment Trust
engaged in the ownership, management and/or leasing of regional,
super-regional and outlet shopping centers in the U.S. and Asia and one
under development. Taubman's U.S.-owned properties are the most
productive in the publicly held U.S. regional mall industry. Founded in
1950, Taubman is headquartered in Bloomfield Hills, Mich. Taubman Asia,
founded in 2005, is headquartered in Hong Kong. www.taubman.com.
For ease of use, references in this press release to "Taubman
Centers," "company," "Taubman" or an operating platform mean Taubman
Centers, Inc. and/or one or more of a number of separate, affiliated
entities. Business is actually conducted by an affiliated entity rather
than Taubman Centers, Inc. itself or the named operating platform.
This press release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements reflect management's current views with respect to future
events and financial performance. Forward-looking statements can be
identified by words such as "will", "may", "could", "expect",
"anticipate", "believes", "intends", "should", "plans", "estimates",
"approximate", "guidance" and similar expressions in this press release
that predict or indicate future events and trends and that do not report
historical matters. The forward-looking statements included in this
release are made as of the date hereof. Except as required by law, the
company assumes no obligation to update these forward-looking
statements, even if new information becomes available in the future.
Actual results may differ materially from those expected because of
various risks and uncertainties, including that the conditions to one or
more transaction closings may not be satisfied, the potential impact on
the company due to the announcement of the disposition of ownership
interests, the occurrence of any event, change or other circumstances
that could give rise to the termination of the transactions, general
economic conditions, and other factors. Such factors include, but are
not limited to: changes in market rental rates; unscheduled closings or
bankruptcies of tenants; relationships with anchor tenants; trends in
the retail industry; challenges with department stores; changes in
consumer shopping behavior; the liquidity of real estate investments;
the company's ability to comply with debt covenants; the availability
and terms of financings; changes in market rates of interest and foreign
exchange rates for foreign currencies; changes in value of investments
in foreign entities; the ability to hedge interest rate and currency
risk; risks related to acquiring, developing, expanding, leasing and
managing properties; competitors gaining economies of scale through M&A
and consolidation activity; changes in value of investments in foreign
entities; risks related to joint venture properties; insurance costs and
coverage; security breaches that could impact the company's information
technology, infrastructure or personal data; costs associated with
response to technology breaches; the loss of key management personnel;
shareholder activism costs and related diversion of management time;
terrorist activities; maintaining the company's status as a real estate
investment trust; changes in the laws of states, localities, and foreign
jurisdictions that may increase taxes on the company's operations; and
changes in global, national, regional and/or local economic and
geopolitical climates. You should review the company's filings with the
Securities and Exchange Commission, including "Risk Factors" in its most
recent Annual Report on Form 10-K and subsequent quarterly reports, for
a discussion of such risks and uncertainties.
Taubman intends to file a proxy statement and proxy card with the U.S.
Securities and Exchange Commission (the "SEC") in connection with its
solicitation of proxies for the 2019 Annual Meeting. Shareholders are
encouraged to read the definitive proxy statement (and any amendments
and supplements thereto) and accompanying proxy card when they become
available as they will contain important information. Shareholders may
obtain the proxy statement, any amendments or supplements to the proxy
statement and other documents as and when filed by Taubman with the SEC
without charge from the SEC's website at www.sec.gov.
Taubman, its directors and director nominees and certain of its
executive officers may be deemed to be participants in connection with
the solicitation of proxies from Taubman's shareholders in connection
with the matters to be considered at the 2019 Annual Meeting.
Information regarding the ownership of Taubman's directors and executive
officers in Taubman stock is included in their SEC filings on Forms 3, 4
and 5, which can be found through the SEC's website at www.sec.gov.
Information can also be found in Taubman's other SEC filings. More
detailed and updated information regarding the identity of these
individuals, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement, the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2018, filed with the SEC on February 28, 2019 and other materials
that have been or will be filed with the SEC. These documents can be
obtained free of charge from the sources indicated above.
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Source: Taubman Centers, Inc.