IsZo Capital Management LP (together with its affiliates, “IsZo” or “we”), which beneficially owns approximately 13% of the outstanding shares of Nam Tai Property Inc. (NYSE: NTP) (“Nam Tai” or the “Company”), today announced that leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co., LLC (“Glass Lewis”) have recommended that Nam Tai shareholders vote for boardroom change on IsZo’s GREEN Proxy Card.
As a reminder, the court-ordered meeting of Nam Tai shareholders (the “Special Meeting”) is scheduled to take place on April 26, 2021. The Special Meeting will provide shareholders the opportunity to reconstitute the Company’s current six-member Board of Directors by removing four of the incumbent directors – who were recently found to have breached their fiduciary duties by the Eastern Caribbean Supreme Court – and installing IsZo’s diverse, ethical and experienced slate: Michael Cricenti, Cindy Chen Delano, Bo Hu, Louis Leung, Paula J. Poskon and Jeffrey Tuder. Please note that IsZo is not seeking to remove incumbent directors Peter R. Kellogg or Mark Waslen (who did not breach their fiduciary duties).
In particular, ISS recommends for the election of Mr. Cricenti, Mr. Hu and Mr. Leung and the removal of incumbent directors Dr. Aiping Lyu, Professor Si Zong Wu and Dr. Wing Yan Lo. Glass Lewis recommends for the election of Mr. Hu and Mr. Leung and the removal of Professor Wu and Dr. Lo.
In its full report, ISS notes:1
- “There is a severe lack of independence at the board level, with four out of six incumbent directors having breached their fiduciary duty in the context of an improper private placement meant to reinforce the influence of minority shareholder Kaisa.”
- “[…] chairman Tam seems to have played a leading role in the October 2020 private placement […]”
- “Even if the ruling were to be reversed, there are serious concerns around the motives and process followed by the board to raise capital.”
- “[…] the strategic collaboration with Kaisa, notably through property management agreements, creates risks for other shareholders and raises the question of who benefits the most from an expansion of the project pipeline.”
- “The need for additional independent oversight at the board level is evident.”
- “Certain shareholders might reasonably opt for the removal of all four directors deemed to have breached their fiduciary duty.”
- “[Cricenti and Hu] have real estate experience. In order to maximize the chances of board refreshment and given their relevant experience, the elections of these two nominees warrant shareholder support.”
- […] Leung stands out due to his former experience at a Chinese real estate developer. His experience would be directly relevant to monitor the company’s operating performance.”
In its full report, Glass Lewis notes:2
- “Upon review, we find that the Dissident has provided sufficient evidence to substantiate its claims regarding poor performance and corporate governance at NTP which has harmed shareholder interests and value.”
- “As it relates to stock price performance, we also take note of the positive reactions that are evident in NTP’s stock price following announcements pertaining to IsZo’s campaign.”
- “These share price movements suggest that other investors and NTP shareholders are generally supportive of the Dissident’s campaign seeking changes in the Company’s leadership and board composition.”
- “[…] we are of the view that NTP shareholders may be justified in supporting the removal of Dr. Tam, Dr. Lyu and Mr. Wu, primarily due their affiliations with Kaisa and willingness to put Kaisa’s interests above that of other shareholders. Additionally, as noted above, we have been critical of Dr. Lo’s service on the board due to him being potentially overboarded […]”
Brian Sheehy, Founder and Managing Member of IsZo, commented:
“IsZo appreciates that ISS and Glass Lewis are recommending shareholders vote on the GREEN Proxy Card to effect sorely-needed change atop Nam Tai. Although it appears both advisory firms failed to grasp the full extent of the targeted directors’ egregious conduct to benefit Kaisa at the expense of all other shareholders and overlooked the need for gender diversity in Nam Tai’s all-male boardroom, their reports clearly highlight that the four directors we are seeking to remove were found to have breached their fiduciary duties in connection with Nam Tai’s now-voided $170 million private placement. The reports also make it abundantly clear that the incumbents have presided over appalling corporate governance that cannot be allowed to continue. With this context in mind, IsZo urges shareholders to go a step further than ISS and Glass Lewis by voting to elect our full six-member slate, which has the integrity and strategic vision to unlock the intrinsic value of Nam Tai’s portfolio.”
1 Permission to quote ISS was neither sought nor obtained. Emphases added by IsZo.
2 Permission to quote Glass Lewis was neither sought nor obtained. Emphases added by IsZo.