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ARC NYC REIT Approves Staggered Board Structure

The board of ARC New York City REIT Inc., a publicly registered non-traded real estate investment trust, unanimously approved a staggered board structure where a fraction of its members are elected at different annual meetings rather than all at once.

The board will be divided into three classes with Abby Wenzel in Class I, Elizabeth Tuppeny in Class II, and Lee Elman and Edward Weil, Jr. in Class III. The number of directors in each class may be changed from time to time by the board to maintain equal numbers.

Wenzel’s term will last until the annual meeting of stockholders in 2018, Tuppeny’s term will last until 2019, and Elman and Weil’s terms expire in 2020, until their respective successors are named.

At each annual meeting of the stockholders, the successor of a director whose term expires at that meeting will be elected to hold office for a term continuing until the annual meeting of stockholders held in the third year following the year of their election.

The changes will take effect when accepted for record by the Maryland State Department of Assessments and Taxation.

In other ARC NYC REIT news, the company recently disclosed the preliminary voting results for a number of charter amendments proposed by the company. None of the charter amendments were approved by shareholders and the company is challenging the preliminary results.

The company has been at odds with dissident shareholder Cove Partners III, an entity overseen by Michael Ashner and John Alba, who urged fellow shareholders to vote against the charter amendments citing the “elimination of valuable shareholder protections.”

American Realty Capital New York City REIT is a non-traded real estate investment trust focused on properties located in the five boroughs of New York City, with a focus on Manhattan. The company closed its initial public offering in May 2015 and had raised a total of $764 million in investor equity, as of March 31, 2016. ARC NYC REIT owns six properties valued at $785 million.

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