American Realty Capital New York City REIT Inc., a publicly registered non-traded real estate investment trust sponsored by AR Global, set the date of its 2017 annual meeting of stockholders and is proposing substantially the same charter amendments that failed to gain approval at last year’s meeting.
The annual meeting will be held on June 27, 2017 at 1:00 p.m. EST at The Core Club in New York City.
The board determined that amending and restating its charter will allow it to be consistent with the charters of publicly-traded REITs, which it believes will allow more flexibility in pursuing stockholder liquidity.
The company noted that certain required provisions derived from the North American Securities Administrators Association are redundant, or may conflict, with provisions contained in the Maryland General Corporation Law. The company believes that the resulting charter will be similar to those of publicly-traded REITs incorporated in Maryland.
The charter amendments pertain to stock, stockholder voting rights, stockholder information rights, board compensation and conduct, transfer and ownership of shares, conduct of company business, and provisions relating to AR Global, the REIT’s advisor, and their affiliates.
Among other changes, the board is seeking to remove the charter provision that prevents the REIT from retaining any advisor for longer than one year. It also seeks to remove the charter provision that imposes a fiduciary responsibility on the advisor and duty to the company and to the stockholders.
The board is required to act in accordance with the standard of conduct imposed by the MGCL in overseeing the REIT’s affairs, including its relationship with the advisor. Deleting this provision could reduce the standard of conduct applied to the advisor because a fiduciary standard is generally higher.
Stockholders will also vote to approve Edward Weil Jr., Elizabeth Tuppeny, Lee Elman and Abby Wenzel to continue their roles as directors, and ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for 2017.
American Realty Capital New York City REIT invests in properties located in the five boroughs of New York City, with a focus on Manhattan. The company closed its initial public offering in May 2015 and had raised a total of $764.8 million in investor equity, as of December 31, 2016. The company owns six properties valued at $785 million, and in October 2016, the company’s board approved an estimated net asset value of $21.25 per share.