FAQ: Gyrodyne's Agreement with Star Equity Fund - Board Changes and Governance Updates
Summary
Gyrodyne has reached an agreement with Star Equity Fund that resolves a potential proxy contest by reducing the board size from five to four directors, implementing compensation limits, and including standstill provisions. This agreement reflects the company's commitment to constructive shareholder engagement and governance improvements while working toward property sales and long-term value creation.
What is the main agreement announced between Gyrodyne and Star Equity Fund?
Gyrodyne has entered into an agreement where Star Equity Fund withdrew its slate of nominees for the 2025 annual shareholders meeting, and Gyrodyne will reduce its board from five to four directors, freeze director compensation, and limit the Chairman’s aggregate fee to $65,000.
Why is this agreement significant for Gyrodyne shareholders?
The agreement resolves a potential proxy contest, enhances governance through board restructuring and compensation limits, and demonstrates the company’s commitment to constructive shareholder engagement while working to maximize long-term value through property sales.
What specific governance changes are being implemented as part of this agreement?
The board size is being reduced from five to four directors, director compensation is being frozen, and the Chairman’s aggregate fee is limited to $65,000, along with Star Equity Fund agreeing to customary standstill provisions.
Who will be the sole nominee standing for election at the 2025 annual shareholders meeting?
Richard Smith will be the sole nominee standing for election at the 2025 annual shareholders meeting in connection with the board size reduction.
What did Star Equity Fund agree to as part of this arrangement?
Star Equity Fund withdrew its slate of nominees for the 2025 annual shareholders meeting and agreed to certain customary standstill provisions, avoiding a potential proxy contest.
How do the company leaders view this agreement?
Gyrodyne’s CEO Gary Fitlin appreciates the thoughtful input from shareholders, while Star Equity Fund manager Jeff Eberwein expressed pleasure with the collaborative governance enhancements that align with shareholder interests.
What happens to Paul Lamb as a result of this agreement?
Paul Lamb, who served Gyrodyne for 28 years, will not be standing for re-election at the upcoming shareholders meeting but will continue as a significant shareholder and valued supporter of the company’s long-term success.
Where can investors find the full details of this agreement?
The full agreement will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission, providing complete details of the arrangement.
What is Gyrodyne’s primary business focus mentioned in the announcement?
Gyrodyne owns and manages a diversified portfolio of real estate properties in the New York metropolitan area, including office, industrial and service-oriented properties, with plans to seek value-enhancing entitlements for its Long Island and Cortlandt Manor properties.
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