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VEREIT Removes Final ARC Ties

VEREIT Inc. (NYSE: VER), the publicly-traded real estate investment trust formerly known as American Realty Capital Properties Inc., announced that the two remaining members of its board of directors with ties to founder Nicholas Schorsch and AR Capital, Thomas Andruskevich and William Stanley, have declined to stand for re-election at the 2015 Annual Meeting of Stockholders scheduled on September 29.

The pending board departures come on the heels of massive changes at the giant net lease REIT following the disclosure of accounting irregularities in October 2014. A wave of C-suite resignations, including that of executive chairman Schorsch, followed the revelations, as did a deflation in the stock price. The board brought in Glenn Rufrano earlier this year as chief executive officer to right the ship and restore investor confidence.

In February, Stanley and Andruskevich were named in an open letter to the board by Keith Meister of Corvex Management LP, an investment fund manager that collectively owns approximately 7.7 percent of the outstanding shares of American Realty Capital Properties Inc. Meister, who requested to be added to the board of directors in a March SEC filing, states that “none of the directors who have had ties with past affiliated entities and leadership, or were on the board when a number of questionable transactions were approved, should remain on the board.”

In a definitive proxy statement filed with the Securities and Exchange Commission on August 19, the VEREIT board nominated to re-elect the following: Glenn Rufrano, the company’s chief executive officer and director; Hugh Frater, the non-executive chairman and independent director; and Bruce Frank, Julie Richardson, and Mark Ordan, who all serve as independent directors. David Henry and Eugene Pinover were also nominated for election to the board.

Henry has served as chief executive officer and vice chairman of Kimco Realty Corporation, a publicly-traded real estate investment trust, since December 2009. In February 2015, Kimco announced that he will retire from his positions, effective in January 2016. Henry has served on the board of directors of HCP Inc., a publicly-traded REIT, since January 2004 and on the board of directors of Fairfield County Bank, a private Connecticut mutual savings bank, since July 2010. He is a trustee of the International Council of Shopping Centers and is currently the vice-chairman of the board of governors of NAREIT. Henry also serves on the real estate advisory boards of New York University and Baruch College and is a member of the Columbia University Real Estate Forum. He received a bachelor’s in business administration from Bucknell University and a master’s in business from the University of Miami.

Pinover is “of counsel” and co-chair of the Real Estate Department of Willkie Farr & Gallagher LLP, where he has practiced law since May 1992. Prior to joining Willkie Farr & Gallagher, he practiced law at Kaye Scholer LLP. Pinover is a member of the American College of Real Estate Lawyers, the Association of the Bar of the City of New York, the American Bar Association, the Association of Foreign Investors in Real Estate and ICSC. He is the president of the board of directors of Steep Rock Association, a land trust in Connecticut. Pinover received his juris doctor from the New York University School of Law and his bachelor’s from Dartmouth College.

VEREIT is a full-service real estate operating company with investment management capability. VEREIT owns and actively manages a diversified portfolio of retail, restaurant, office and industrial real estate assets with a total asset book value of $19.2 billion including approximately 4,645 properties totaling 101.8 million square feet. Additionally, VEREIT manages $6.3 billion of gross real estate investments on behalf of the Cole Capital® non-traded REITs. VEREIT is a publicly traded Maryland corporation listed on the New York Stock Exchange.