NEW YORK–(BUSINESS WIRE)–New York City REIT, Inc. (NYSE: NYC) (“NYC” or the “Company”) recently sent a letter to shareholders regarding the misleading and self-serving campaign launched by activist Comrit Investments 1, LP.
In the letter, NYC describes the significant value created by the current Board of Directors (the “Board”) – with Elizabeth Tuppeny as Senior Independent Director. The letter also highlights Ms. Tuppeny’s extensive skills, leadership and experience in the real estate industry.
Critically, NYC urges shareholders not to be fooled by Comrit and to ONLY vote the GOLD proxy card so NYC can build on its strong momentum. This is necessary for shareholders to protect their investment as Comrit appears to have no plan for the future of NYC or wants to hide its true motives by nominating an unqualified candidate, Sharon Stern, who does not have the experience to serve. on the NYC Board of Directors.
The full text of the letter sent to shareholders is below.
Since its inception, the goal of New York City REIT, Inc. (“NYC” or the “Company”) has been to maximize shareholder value by owning high-quality real estate assets that generate consistently high returns through market cycles. The Company’s diverse, highly experienced and transparent Board of Directors (the “Board”) and management team have implemented a differentiated investment strategy that has created — and we believe will continue to create — substantial long-term shareholder value, including the payment of an attractive dividend.
In 2021 – NYC’s first full year as a public entity – the company delivered an outstanding total return of nearly 37% to shareholders, outperforming a group of NYC-focused REIT peers by more than 24%. During the year, NYC also outperformed the S&P 500 Index by more than 6%, a notable achievement given that the index had one of its best years ever, along with the S&P Small-Cap 600 by more than 8%, and the Russell 2000 Index by more than 20%.
You might be wondering why Comrit Investments 1, LP (“Comrit”) – an activist hedge fund that holds very few shares in New York – would challenge this strong performance.
It’s simple: Comrit is seeking to mislead shareholders about NYC in what we believe is its self-serving campaign to advance its agenda by electing its hand-picked nominee to the board. Comrit initially sought to convince NYC to buy out its stake in the company, which NYC rejected. Comrit has now resorted to generic and unfounded criticism of the company and the nomination of a clearly unqualified candidate, Sharon Stern, who lacks experience to serve on NYC’s board of directors given her limited involvement in the real estate in New York and the fact that she only served on the board of a public company for less than a year.
DON’T BE TAKEN BY COMRIT
Comrit would have you believe that you should vote the white proxy card. the GOLD The proxy card is the Company’s card and it alone can be used to vote for the re-election of the Company’s highly qualified nominee, Elizabeth Tuppeny, who currently serves as Lead Independent Director. We invite you to vote on GOLD proxy card and discard any white proxy card you may receive from Comrit.
Returning a white proxy card – even if you “retain” the hand-picked, non-comrit-qualified nominee – will revoke any vote you previously submitted on NYC. GOLD proxy card.
NYC DIRECTOR NOMINEE BRINGS MORE RELEVANT SKILLS, LEADERSHIP AND INDUSTRY EXPERIENCE
NYC shareholders deserve experienced and credible directors who act in the best interests of shareholders and who are qualified to serve on critical board committees. Elizabeth Tuppeny is a C-suite advisor to several Fortune 500 companies and real estate companies, and has unparalleled experience building long-term shareholder value. In addition to her service at NYC REIT, she served as an independent director on the boards of three separate real estate companies: Franklin BSP Realty Trust, Inc., Healthcare Trust, Inc. and American Realty Capital Trust IV. She also served on the board of PIDC, a public-private economic development organization, where she assessed and approved over 500 industrial and commercial real estate transactions valued at over $1 billion.
At NYC, Ms. Tuppeny was instrumental in developing and executing the company’s growth strategy in partnership with the management team and board members. NYC is very fortunate to have a director of Ms. Tuppeny’s caliber and character, as well as all of our directors who have an exceptional ability to generate returns in a complex New York real estate market.
PROTECT YOUR STOCK VALUE AND NYC’S STRONG DIVIDEND
In short, the election of Comrit’s nominee puts your stock value and a strong dividend at significant risk. Comrit has not identified what he thinks the board should do differently or detailed what positive changes he intends to make at NYC as part of his appointment. The logical conclusion is that Comrit has no such plan or attempts to hide its true motives for appointing Sharon Stern. Either way, this disruption to NYC’s strong momentum is not in the interests of shareholders and does not warrant shareholder support.
We urge shareholders to see through Comrit’s ill-informed attacks and misleading statements and to vote for them. GOLD proxy card “FOR” the re-election of NYC Director Elizabeth K. Tuppeny so that she and the rest of the Board can continue to create the value you deserve.
Michel Weil, Managing Director
Your vote matters, no matter how many or how many shares you own!
Please vote today by telephone, online or by signing, dating and returning the attached document GOLD proxy card.
Just follow the simple instructions on the GOLD proxy card.
If you have any questions about how to vote for your shares, please contact:
INNISFREE M&A INCORPORATED
Shareholders can call toll free: (877) 750-8197
Banks and brokers can call collect: (212) 750-5833
Please simply discard any WHITE proxy cards you may receive from Comrit. Returning a WHITE proxy card – even if you “withhold” Comrit nominees – will void any votes you previously submitted on NYC REIT. GOLD proxy card.
About New York City REIT, Inc.
New York City REIT, Inc. is a publicly traded REIT that owns a portfolio of high-quality commercial real estate located in all five boroughs of New York City. Additional information about NYC can be found on its website at www.newyorkcityreit.com.
NYC filed a definitive proxy statement on Schedule 14A on April 15, 2022 and will file other relevant materials with the SEC in connection with the solicitation of proxies from NYC shareholders for the 2022 annual meeting of shareholders from NYC. NYC SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE NYC DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain, free of charge, a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by NYC with the SEC on the SEC’s website at www.sec.gov. Copies are also available free of charge in the “SEC Filings” subsection of the “Financial Information” section of the NYC Investor Relations website at investor.newyorkcityreit.com or by contacting the NYC Investor Relations at [email protected]
Participants in the solicitation
NYC, its directors and certain of its senior officers may be considered participants in the solicitation of proxies from NYC shareholders in connection with matters to be considered at NYC’s 2022 annual meeting of shareholders. Information regarding the direct and indirect interests, by stockholding or otherwise, of the directors and officers of NYC, in NYC is included in the NYC Proxy Circular at Schedule 14A for the Annual Meeting of Stockholders of 2022, filed with the SEC on April 15, 2022. Changes to the direct or indirect interests of the directors and officers of NYC are set forth in the documents filed with the SEC on the initial declarations of beneficial ownership on Form 3, the Change of Ownership Statements on Form 4 and Annual Changes of Beneficial Ownership Statements on Form 5. These documents are available free of charge as described above. Updated information regarding the identity of potential participants and their direct or indirect interests, by stockholding or otherwise, in NYC will be set forth in the relevant documents to be filed with the SEC, if and when available.