Grubb Re-Elects Directors in Proxy Fight

Three of the seats on the eight-member Grubb & Ellis board were up for election at the shareholders' meeting, which was held at the Four Seasons Hotel in Washington, DC. Grubb & Ellis asked shareholders to re-elect directors Harold H. Greene, Devin I. Murphy and D. Fleet Wallace. Thompson's choices, which he called the "reform slate," includes Thompson, Harold A. Ellis Jr. and Stuart A. Tanz.

The final count showed that Greene, Murphy and Wallace received 28.4 million, 32.8 million and 28.4 million votes, respectively; Thompson garnered 19.8 million votes, while Ellis and Tanz each received 25.6 million votes. The results of the election were certified by IVS Associates Inc. as the independent inspector of election.

[IMGCAP(2)]Both Grubb & Ellis and Thompson, who now heads Irvine, CA-based Thompson National Properties, listed a host of arguments for their slates and against the opposing candidates in filings with the SEC and in letters to stockholders. Grubb & Ellis received support for its board candidates from three proxy advisory firms: RiskMetrics Group (formerly Institutional Shareholder Services or ISS), Glass Lewis & Co. and Egan-Jones Proxy Services.

Among Thompson's list of charges was that Grubb & Ellis is "significantly underperforming its competitors in earnings," citing its net loss of $55 million for the nine months ended Sept. 30. He also took the company to task for not naming a permanent CEO to succeed interim CEO Gary Hunt.

Grubb & Ellis, in a letter to shareholders, called Thompson's efforts "a blatant attempt by Mr. Thompson to ultimately take control of your company and install one of his nominees, Stuart Tanz, as CEO of Grubb & Ellis." Among other statements, the Grubb & Ellis letter said, "We believe Mr. Thompson may intend to cause your company to either buy or absorb his fledgling company," Thompson National.