News & Observer | newsobserver.com | Shareholders vote, gain power

Published: May 22, 2008 12:30 AM
Modified: May 22, 2008 02:41 AM

Shareholders vote, gain power

 

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In the U.S., the presidential election is looming. But in the real estate republic of Highwoods Properties, another contest is taking center stage: voting for board members.

Shareholders of the Raleigh real estate investment trust voted last week to tweak the election schedule for its board of directors, allowing shareholders to more swiftly make shifts in the company's direction.

In the past, directors held three-year terms, staggered through annual elections to retain continuity as new directors were voted in.

Starting in 2009, however, the staggering stops. By 2011, when current terms run out, the entire eight-member board will be up for re-election each year.

More companies have been going this route as corporate governance has taken the limelight after the Enron debacle.

Highwoods rival Duke Realty made a similar switch a couple of years ago. Last week, Cary telephone-book publisher R.H. Donnelley also voted to have annual board elections.

"Individuals that have to stand for election each year are held more accountable and have a feeling of greater accountability than if they have to do it every three years," said James Cox, a corporate securities law professor at Duke University. "... They all have this concern that if they do something stupid that year, they won't be [re-elected]."

Staggered boards also make takeovers more difficult, he says.

"You have to go through two annual elections to change the composition of the board," Cox says. "That's a really long time."

Highwoods has been a takeover target in the past. But Tabitha Zane, the company's vice president of investor relations, says that had nothing to do with the shift.

"It's being more responsive to shareholders, who are the ultimate owners of the company," she says. "It's good governance."

It's the company's latest move to shore up that governance.

Since 2004, Highwoods has increased the percentage of independent directors on its board.

The company also altered the change-in-control agreements with CEO Ed Fritsch and other top executives, significantly reducing the amount of money those leaders would receive if there's a change in control -- whether they resign, are forced out or even if they stick around.


Supply-chain software company RedPrairie is expanding in Cary.

The company, based in Waukesha, Wis., agreed to lease 20,299 square feet of offices at 400 Regency Forest Drive, according to Grubb & Ellis/Thomas Linderman Graham, the Raleigh brokerage that represented the landlord. The building was 53 percent leased at the end of March, according to a Highwoods market survey.

RedPrairie will move in October from 12,355 square feet in Cary's Crossroads Corporate Park.

Cary's office vacancy rate rose for the first time since mid-2006 as 177,000 square feet of new space hit the submarket in the first quarter, according to Karnes Research of Raleigh. The town's office vacancy rate was 11.9 percent at the end of March, up from a seven-year low of 8 percent at the end of 2007.

Average asking rents climbed 3.3 percent to $20.27 per square foot during the past year.

jack.hagel@newsobserver.com or (919) 829-8917

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