Stockholder Proposals Receive Favorable Recommendations From Leading Proxy Advisory Firms ISS and Glass Lewis
NEW YORK, NY, August 13, 2024 (Newswire.com) - Stockholder Urged to "WITHHOLD" VOTE on Douglas Elliman's CEO Howard Lorber
Mr. Bradley Tirpak announced he had issued the following letter to the stockholders of Douglas Elliman, Inc. ("DOUG" or "Company").
The full text of the letter is below:
Dear Fellow Stockholders,
In my previous letter to stockholders of Douglas Elliman ("DOUG" or "Company"), I urged stockholders to "WITHOLD" VOTES ON PART-TIME CEO HOWARD LORBER at the upcoming Annual Meeting of Stockholders to be held August 21, 2024.
I am pleased to report that Institutional Shareholder Services ("ISS"), a leading independent proxy advisory firm, agrees with me. They are recommending stockholders "WITHOLD" VOTES ON HOWARD LORBER.
In addition, ISS recommends stockholders vote "FOR" PROPOSAL 4, the proposal to elect directors annually. ISS noted that "the ability to elect directors is the most important use of the shareholder franchise, and all directors should be accountable on an annual basis. A staggered board can entrench management and effectively preclude most takeover bids or proxy contests."
I am also pleased to report that Glass Lewis ("Glass Lewis"), another leading independent proxy advisory firm agrees with me. Glass Lewis recommends stockholders VOTE "AGAINST" PROPOSAL 3, the advisory vote ("SAY-ON-PAY") on executive compensation.
As a reminder, in the recent proxy statement filed on July 11, 2024 with the Securities and Exchange Commission, stockholders learned that the compensation committee of the board of directors significantly lowered the metrics used to measure the success of the Company when awarding executive bonuses. Management was rewarded for losing money in 2023!
A "WITHOLD" VOTE ON HOWARD LORBER, a vote "AGAINST" Proposal 3, and a vote "FOR" Proposal 4 will ensure that the board of directors understands that the compensation policies of the Company are flawed, and the Company requires truly independent oversight that aligns management compensation with stockholder returns.
I made the following suggestions to the board:
The board should hold the CEO, Howard Lorber, to the 2022 EBITDA and Transaction Value thresholds, and immediately claw back his 2023 bonus.
Mr. Lorber also serves as part-time CEO at the cigarette maker Vector Group, Ltd. ("VGR" or "Vector" ). Given its disastrous stock performance, recent dilution, and failure to maintain profitability, it is clear the Douglas Elliman needs a focused, full-time CEO. Mr. Lorber's contract ends on December 29, 2024. The board should let him focus on selling cigarettes and open a search for a new CEO immediately.
Losses are not acceptable to stockholders. The newly reconstituted compensation committee should retain a new compensation consultant immediately.
The Company is paying $4.2 million a year for certain services to Vector. These services should be brought in house. It is time for a complete separation from Vector.
The board should eliminate the private jet arrangement with Vector.
The board should open an independent investigation into the disturbing allegations brought to light in the New York Times, the Real Deal and the Wall Street Journal and investigate if management participated in a cover-up or has been rewarding certain brokers in a self-serving manner.
The board should institute a whistle blowing hotline to allow employees to report sexual harassment, fraud, and other potentially illegal or inappropriate activities.
This board has paid Mr Lorber over $45 million over the past three years as stockholders have suffered catastrophic losses. It is time to send a message to the board that stockholders demand compensation policies aligned with profitability and better corporate governance. Stockholders are urged to "WITHOLD" VOTES FOR HOWARD LORBER in the upcoming election.
Since my first letter, I have heard from both current and former employees and many individual and institutional stockholders. I have been overwhelmed by the outpouring of support, and disturbed by some of the things I have heard. After each of these conversations, I am more convinced than ever that Douglas Elliman is a supremely valuable franchise, though it will never achieve its potential without a change in leadership. The board owes its shareholders, hardworking employees, and all its business partners, a swift and decisive set of actions to protect the value of our Company.
Sincerely,
Bradley Tirpak
Contact Information
Bradley Tirpak
Investor
brad@tirpak.com
(212) 533-6940
SOURCE: ATI
Source: ATI