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Portnoy-Managed REIT Reappoints Trustee After Vote Fails

Hospitality Properties Trust, whose manager operates a separate real estate investment trust that’s fighting off activist investors, said one of its trustees has been reappointed after failing to receive enough shareholder votes for re-election.

William Lamkin resigned from the board after receiving less than the majority of votes required to be re-elected at the REIT’s annual meeting, Newton, Massachusetts-based Hospitality Properties said today in a statement.

“The board determined that the insufficient vote for Mr. Lamkin appeared not to be directed at any personal failings of Mr. Lamkin, but rather to be the result of a policy position taken by the board in opposition to a proposal by the California Public Employees’ Retirement System,” the company said.

Hospitality Properties is managed by Reit Management & Research LLC, the operator of CommonWealth REIT, which said yesterday it re-appointed one of its trustees after he received insufficient votes at its annual meeting. The management company is owned by Adam Portnoy and his father, Barry, who also serve on the boards of both CommonWealth and Hospitality Properties.

Calpers, the largest U.S. pension fund, proposed that Hospitality Properties’ board be re-elected every year instead of every three years, according to a proxy filing by the REIT. The proposal was defeated, Hospitality Properties said in today’s statement.

‘Entrenching Mechanisms’

“Calpers believes that corporate-governance procedures and practices, and the level of accountability they impose, are closely related to financial performance,” the fund said in a statement contained in the proxy filing. “A staggered board has been found to be one of six entrenching mechanisms that are negatively correlated with company performance.”

CommonWealth said yesterday that its board determined the vote against Joseph Morea was the result of its battle with investors Corvex Management LP and Related Cos., its second-largest shareholders, and not because of any personal failings. Corvex, founded by activist investor Keith Meister, and Related, the New York-based property developer, are soliciting votes to remove the trustees, claiming that the overlap in board membership and the ownership of the management company has led to conflicts of interest and mismanagement.

Hospitality Properties owns almost 500 properties, including 289 hotels, in the U.S. and Canada, according to the company’s website.

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