(This article has been updated with additional information)

BLOOMFIELD HILLS, MI—Mall REIT Taubman Centers urged shareholders to vote for the company's slate of board nominees at its upcoming annual meeting, citing the company's “track record of value creation” that demonstrates the commitment of its leadership and “the strength of its proven strategy.” The investor presentation and letter to shareholders, made public Monday, urged investors to reject the nominees submitted by Land and Buildings Investment Management, which last week distributed a presentation of its own.

“Over the past 20 years, the knowledge and expertise of the Taubman board has contributed to Taubman delivering exceptional financial and operational performance and driven shareholder value creation,” reads the letter above the signatures of chairman and CEO Robert Taubman and lead director Myron Ullman III. The letter says the REIT's total compounded annualized shareholder return of approximately 15% is the highest among its peers, thanks in part to effective portfolio management and a disciplined approach to growth, both domestically and in Asia.

In a May 1 presentation, Land and Buildings made its case for shareholders to elect Jonathan Litt, founder and CIO of the Stamford, CT-based investment management firm, and Charles Elson to the Taubman Centers board, replacing Taubman and Ullman. “It is time for shareholders' voices to be heard, for accountability to be introduced in the Taubman Centers boardroom, and for a clear message to be sent to the Taubman family that shareholders will no longer tolerate abysmal corporate governance, misguided operations, lavish developments and inferior total returns,” Litt said last week.

“Taubman continues to deliver suboptimal value for shareholders with 57% stock underperformance versus class A mall peers over the past five years,' said Litt when the presentation was made public. He said that as Taubman Centers directors, he and Elson would bring “the fresh perspectives and objectivity that we believe is currently lacking on the board and can help reverse this trend of value destruction.”

However, in their letter to shareholders on Monday, Taubman and Ullman wrote that the REIT has been receptive to Litt's suggestions and had met with him and Elson. Land and Buildings, they wrote, has “a fundamentally flawed view of what is needed to maximize Tubman's value on a sustainable basis—a belief supported by Mr. Litt's repeatedly flawed analysis and erroneous conclusions about Taubman while covering the company as a sell-side analyst.”

In response, Litt says, “Taubman continues to selectively interpret the facts when it comes to their underperformance and their attacks on Land and Buildings' nominees. Particularly telling is their cherry-picking of the time periods and peer groups most advantageous to them when assessing their own performance, and conveniently leaving out that the superficial corporate governance 'enhancements' they point to only came about—we believe—after our involvement and critiques.”

Further, Litt says, the REIT “failed to address in any constructive way its history of poor capital allocation, persistent poor operating margins, missed revenue opportunities, and the dual class structure that effectively limits the ability of shareholders to have their voices heard. For all these reasons and more, we believe the company has only underscored our belief that our two independent and highly-qualified director nominees, Charles Elson and myself, will bring the fresh perspectives and objectivity that is currently lacking on the board and can help reverse the trend of value destruction at Taubman.”

(This article has been updated with additional information)

Instant Insights /

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