Troubled US shopping centre developer Mills Corporation and one of its largest stockholders Gazit-Globe have agreed on four nominees for election to the Mills Board at an annual meeting later this month.
The nominees include two independent directors originally proposed by Gazit – Jon Hagan and Keith Locker – both of whom are experienced in the US REIT industry. The other two nominees include Mills chief executive officer and president Mark Ordan and Joseph Bruno, chairman of Mills’ audit committee.
The agreement to nominate the directors was part of a settlement approved by the Delaware Chancery Court today. The Court has also ordered The Mills to hold its annual meeting on December 29, 2006.
Gazit, Israel’s largest property company, which last month issued shareholders a proxy motion seeking to appoint four of its directors to the Mills board has agreed to discontinue its efforts to nominate and solicit proxies to elect its own directors to Mills’ board.
Gazit also announced it would enter into a confidentiality agreement with Mills that includes a standstill provision which will allow Gazit the freedom to look at the Mills private financial records but will prevent it from launching an unwanted bid for Mills. Mills demanded the standstill condition as condition to be included in discussions about any strategic transaction involved in the company.