The two firms also agreed to enter into a confidentiality agreement that includes a standstill provision effective until March 30, 2007. This will be filed with the SEC.
These decisions were part of a settlement approved by the Delaware Chancery Court yesterday. The court also ordered that the shares represented at that meeting are to constitute a quorum, although the quorum requirement is in Mills' bylaws.
Jon Hagan and Keith Locker, two independent directors with REIT experience, were originally proposed by Gazit and are among the four directors chosen. Mills CEO and president Mark Ordan and S. Joseph Bruno, a current Mills director and the chairman of its audit committee, are the other two on the slate.
"Mills is very pleased that we were able to reach this agreement with Gazit and I look forward to joining Jon Hagan and Keith Locker on Mills' board," Ordan says in a statement. "Mills' board and management are committed to completing the strategic alternatives process and finding the best solution to maximize value for all of Mills' stockholders."
The unrest between Mills and Gazit began after the Israeli real estate firm acquired a 9% stake in Mills and then filed a lawsuit demanding Mills hold it's annual shareholder meeting, as reported by GlobeSt.com.
Mills was unable to return calls for this story.
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