UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

(RULE 14a-101)

 

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

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Filed by a Party other than the Registrant ☐

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material Pursuant to Section 240.14a-12

 

Whitestone REIT

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Fee paid previously with preliminary materials.

 

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 
 

 

Whitestone REIT Exposes New Information Revealing that Erez Nominee Bruce Schanzer Colluded with Terminated Whitestone Chairman and CEO James Mastandrea in a Failed Attempt to Acquire Whitestone

 

Reflects Schanzer’s pattern of lies, deception and self-dealing

 

Schanzer has been disingenuous and is leading a duplicitous proxy battle

 

HOUSTON, May 6, 2024 -- Whitestone REIT (NYSE:WSR) (“Whitestone” or the “Company”) has received new information revealing that Erez Asset Management (“Erez”) nominee Bruce Schanzer colluded in late 2023 with terminated Whitestone Chairman and CEO James Mastandrea in an attempt to acquire Whitestone.

 

For context, in January 2022, Whitestone Trustees David Taylor and Nandita Berry guided the Board in taking the difficult step of terminating Chairman and CEO, James Mastandrea. They have since spearheaded an effort, along with Whitestone’s new management team, to reset the Company on a new trajectory. Our reset strategy has been successful since its inception on January 18, 2022, with Whitestone REIT delivering superior total returns to shareholders under the leadership of CEO David Holeman.

 

This newly obtained material – an investor “pitch” presentation that Erez developed in 2023 (depicted below) – puts a clear spotlight on the ulterior motives of Mr. Schanzer, who it is revealed “has had a number of meetings with Mr. Mastandrea” and believes that Mr. Mastandrea “will be cooperative and supportive of an Erez-led effort to acquire Whitestone”. “The willingness of …Mastandrea and…Pillarstone to be constructive regarding an Erez approach” demonstrates that Erez, Mastandrea and Pillarstone are acting in concert. It also reveals a pattern of lies and deception by Mr. Schanzer, supported by a track record of conflicted, self-dealing transactions. Further, Mr. Schanzer lied in his interviews with our Nominating and Governance Committee and by extension, to our shareholders, by stating that he had no ties to Mr. Mastandrea. This directly and flagrantly contradicts Erez’s own statements in its pitch deck. We urge all shareholders to be wary and realize that Mr. Schanzer will continue his duplicitous campaign of double-talk and deception if elected to our Board.

 

Mr. Schanzer and Mr. Mastandrea’s collusion could also be an attempt by Mr. Mastandrea to settle the score with those who held him accountable and terminated his employment for cause: David Taylor and Nandita Berry.

 

 

We urge shareholders to protect the value of their investment and NOT to vote for Bruce Schanzer or ANY Erez nominees. Please vote the WHITE proxy card and support ALL of the Whitestone nominees.

 

 
 
 
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About Whitestone REIT

 

Whitestone REIT (NYSE: WSR) is a community-centered real estate investment trust (REIT) that acquires, owns, operates, and develops open-air, retail centers located in some of the fastest growing markets in the country: Phoenix, Austin, Dallas-Fort Worth, Houston and San Antonio.

 

Our centers are convenience focused: merchandised with a mix of service-oriented tenants providing food (restaurants and grocers), self-care (health and fitness), services (financial and logistics), education and entertainment to the surrounding communities. The Company believes its strong community connections and deep tenant relationships are key to the success of its current centers and its acquisition strategy. For additional information, please visit www.whitestonereit.com.

 

Important Additional Information and Where to Find It

 

Whitestone REIT has filed a definitive proxy statement on Schedule 14A (the “2024 Proxy Statement”) and a WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for its 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”). SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD, AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the 2024 Proxy Statement, any amendments or supplements to the 2024 Proxy Statement and other documents that the Company files with the SEC from the SEC’s website at www.sec.gov or the Company’s website at https://ir.whitestonereit.com/corporate-profile/default.aspx as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.

 

Certain Information Regarding Participants in Solicitation

 

Whitestone REIT, its trustees and certain of its executive officers may be deemed to be participants in the solicitation of proxies from Company shareholders in connection with the matters to be considered at the 2024 Annual Meeting Information regarding the direct and indirect interests, by security holdings or otherwise, of the persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the 2024 Annual Meeting is included in the 2024 Proxy Statement of the, which was filed with the SEC on April 4, 2024. To the extent securities holdings by the Company’s trustees and executive officers as reported in the 2024 Proxy Statement have changed, such changes have been or will be reflected on Statements of Change in Ownership on Forms 3, 4 or 5 filed with the SEC, which can also be found through the Company’s website (https://ir.whitestonereit.com/corporate-profile/default.aspx) in the section “Investor Relations” or through the SEC’s website. These documents are available free of charge as described above.

 

 

Investor and Media Contact:

 

David Mordy
Director, Investor Relations
Whitestone REIT
(713) 435-2219
ir@whitestonereit.com