UCP, Inc. (NYSE:UCP) and the company’s largest shareholder, PICO Holdings, Inc. (NASDAQ: PICO), late Thursday announced an agreement to nominate Keith M. Locker to the board of directors.
In connection with the addition of Locker, the number of directors on the UCP Board will increase from six to seven members, effective as of immediately prior to the 2017 Annual Meeting of Stockholders of UCP.
Locker has more than 30 years and $60 billion of major national market experience in real estate finance, private placements, debt and equity capital markets, governance, transaction structuring and risk management. Since May 2003, Mr. Locker has served as CEO and President of Inlet Capital Management, LLC, an investment and asset management firm focused on the commercial real estate industry. Mr. Locker has more than 15 years of experience serving on public company boards, including Sunstone Hotel Investors (NYSE: SHO), New York REIT (NYSE: NYRT), The Mills Corporation and Glenborough Realty Trust. Locker was previously a Managing Director in the Real Estate Investment Banking Divisions at Deutsche Bank Securities, Inc. and Bear, Stearns & Co. Inc.
UCP and PICO also agreed to jointly propose amendments to UCP’s charter and bylaws. Among the proposals:
- seek stockholder approval to amend the UCP Charter for the purpose of declassifying the UCP Board,
- seek stockholder approval to amend the UCP Bylaws for the purpose of providing that a special meeting of stockholders of UCP can be called upon proper written request or requests given by or on behalf of one or more persons who beneficially own at least twenty five percent of the voting power of all outstanding shares of UCP’s Common Stock,
- seek stockholder approval to amend the UCP Charter to permit stockholders to act by written consent, and
- provide for the removal of a member of the UCP Board with or without cause by stockholders.
PICO has agreed to vote for three independent directors at all times in connection with the declassification of the UCP board. All of the governance proposals set forth will be subject to a vote and require approval by a majority of the entire voting power of the minority shareholders of UCP. Finally, PICO has withdrawn its advance notice nomination proposals.
