As previously disclosed in a Current Report on Form 8-K filed by Pennsylvania Real Estate Investment Trust (the “Trust”) with the Securities and Exchange Commission on June 7, 2023, at the Trust’s 2023 Annual Meeting of Shareholders held on June 1, 2023, the trustees George J. Alburger, Jr., Joseph F. Coradino, Michael J. DeMarco, JoAnne A. Epps, Mark E. Pasquerilla, Charles P. Pizzi and John J. Roberts were re-elected by a plurality of votes cast by the Common Shareholders, however, none of them received a majority of the votes cast. Accordingly, pursuant to the Trust’s corporate governance guidelines, each of Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts tendered his or her offer of resignation to the Board of Trustees of the Trust (the “Board”).
The Board as a whole, rather than the Nominating and Governance Committee of the Board (the “Committee”), considered each resignation offer because each member of the Committee did not receive a majority of the votes cast at the same election by the Common Shareholders, and no other independent trustees elected by the Common Shareholders were present on the Board to form a committee to offer a recommendation to the Board. In each case, the applicable trustee did not participate in the deliberation or decision regarding his or her resignation offer. The Board determined that it was in the best interest of the Trust to act promptly on this matter. In determining whether to accept or reject each resignation offer, the Board considered a number of factors relative to the best interests of the Trust and its shareholders, including the following:
| |
• |
|
the individual performance of the applicable trustee on the Board and the committees on which he or she serves; |
| |
• |
|
the institutional knowledge and experience of the applicable trustee with the Trust’s governance and business operations resulting from his or her tenure; |
| |
• |
|
the skill sets and diversity needs of the Board; |
| |
• |
|
the operating performance of the Trust under the challenging circumstances of the COVID-19 pandemic and debt structuring that the Trust has encountered during the applicable trustee’s tenure; |
| |
• |
|
the on-going responsibilities undertaken by the applicable trustee and the difficulty of replacing or reassigning such responsibilities; and |
| |
• |
|
the recommendations of proxy advisory firms. |
Each of the trustees who had tendered his or her offer of resignation had informed the other members of the Board he or she was willing to serve if his or her offered resignation was declined. After consideration and deliberation of all these factors, the Board determined that the resignation of each of Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts would be detrimental to, and not in the best interests of, the Trust and its shareholders. On June 8, 2023, in each case with the applicable trustee not participating in the decision, the Board determined to decline each offer of resignation. Accordingly, Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts will continue to serve as a trustee of the Trust until the Trust’s 2024 Annual Meeting of Shareholders or until the applicable trustee’s successor is duly elected and qualified or his or her earlier resignation or removal.