Ramco-Gershenson, Equity One agree to settlement, end proxy battle

By Lisa Kerner

Charlotte, N.C., May 12 - Ramco-Gershenson Properties Trust and Equity One, Inc. reached an agreement to settle their proxy contest ahead of Ramco-Gershenson's 2009 annual meeting on June 10.

Under the agreement, Ramco-Gershenson will expand its existing board of trustees to nine members and appoint Equity One's two proposed nominees, David J. Nettina and Matthew L. Ostrower, to the board prior to the 2009 annual meeting, a Ramco-Gershenson news release said.

Nettina is a former senior executive with American Financial Realty Trust, and Ostrower is a former member of Morgan Stanley's equity research department.

Both Nettina and Ostrower will be included on the Ramco-Gershenson board-nominated slate of trustees for election at the 2009 annual meeting. Ramco-Gershenson said it will also recommend that shareholders vote to elect all of the board-nominated trustees.

Equity One, a 9.6% shareholder, agreed to withdraw its nominees for consideration at the 2009 annual meeting and to vote its shares in favor of the election of each of Ramco-Gershenson's trustee nominees at the meeting.

The shareholder's nominees will also be appointed to the company's audit, compensation and nominating and corporate governance committees.

On March 25, Ramco-Gershenson said it was considering strategic alternatives with the assistance of Merrill Lynch & Co. Equity One had suggested acquiring Ramco-Gershenson, a Farmington Hills, Mich., real estate investment trust.

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