Christopher Swann and Kenneth Hart are Nominees for Preferred Share Trustees
The Company and its proxy solicitor continue to make efforts to achieve a quorum for the Preferred Share Trustee nominees prior to August 2, 2022 and again urge eligible Preferred Shareholders to vote.
All holders of record of PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred”), the 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred”), and the Trust’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred,” and, together with the Series B Preferred and the Series C Preferred, the “Outstanding Preferred Shares”), as of the Record Date are entitled to notice of and to vote together as a single class on the proposal to elect two Preferred Share Trustees, Christopher Swann and Kenneth Hart, submitted to the holders of Outstanding Preferred Shares at the Annual Meeting and any adjournment or postponement thereof. On the Record Date, 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred, were outstanding, for an aggregate total of 15,350,000 Outstanding Preferred Shares.
Pursuant to the terms of the Designating Amendments, holders of Outstanding Preferred Shares are entitled to receive, when, as and if authorized by the Board of Trustees and declared by PREIT, out of the funds of the Company legally available therefor, cash dividends payable in equal quarterly installments. The terms of the Designating Amendments further provide that, if and whenever six quarterly dividends are in arrears, the number of members of the Company’s Board of Trustees will be increased by two and the holders of Outstanding Preferred Shares, voting separately as a class, will have the right to vote and elect these two additional trustees. PREIT is restricted under the terms of its credit facilities from paying dividends on its Outstanding Preferred Shares. Accordingly, for six consecutive quarters, the sixth quarter being the fourth quarter of 2021, the Board of Trustees has not declared quarterly cash dividends on PREIT’s Outstanding Preferred Shares for which the Outstanding Preferred Shares are entitled and owed. Thus, in accordance with the Designating Amendments, PREIT’s Board of Trustees will be increased by two, and the holders of the Outstanding Preferred Shares, voting together as a separate, single class, have the right to elect two additional trustees to the Board of Trustees at an annual meeting of shareholders or a properly called special meeting of the holders of the Outstanding Preferred Shares. This right will continue at every annual meeting of shareholders until PREIT has paid all accrued and unpaid dividends on the Outstanding Preferred Shares in full and the dividends for the then current dividend period have been paid in full or declared and set apart for payment in full, at which time the right is terminated.
Accordingly, Christopher Swann and Kenneth Hart are Preferred Share Trustee Nominees standing for election.
Eligible shareholders may cast their vote by contacting Alliance Advisors at 1-866-407-1960 between the hours of 9:00am and 10:00pm Eastern time, Monday through Friday and Saturday and Sunday from 10:00am to 6:00pm, as noted in soliciting materials furnished to the SEC.