Cedar Realty Trust (CDR) reaches amendment to the agreements with Camac Partners and Ewing Morris & Co

Market Cap: $332 million | Cedar Realty Trust, Inc. is a fully-integrated real estate investment trust which focuses on the ownership, operation and redevelopment of grocery-anchored shopping centers in high-density urban markets from Washing-ton, D.C. to Boston.

Multiple activists

Ewing Morris: On February 25, 2021, Ewing Morris (8.1%) delivered a letter to the company nominating Darcy Morris, EM Partner's co-president and CEO, for election to the board at the company's 2021 AGM.

Camac Fund:

On February 1, 2021, Camac Fund (4.8%) released a presentation and argued that the company is trading below its liquidating value (discount to liquidation NAV: -34%). It outlined a list of recommendations including a) board representation and improve corporate governance, b) sell non-core assets to deleverage the business, and c) stop all value destruction projects and monetize development portfolio through sales and implement a capital allocation policy that maximizes ROIC, preserves cash flow and improve portfolio quality.

On February 26, 2021, Camac Fund (5.2%) submitted a nomination notice to the company nominating seven individuals for election to the Board at the Board at the 2021 annual meeting of shareholders. The Nomination Notice also includes a proposal concerning the repeal of any provision or amendment to the company’s By-laws adopted by the Board without stockholder approval after October 27, 2020. Source

On March 3, 2021, Camac Fund filed proxy materials seeking support for its nominees.

Barington Companies Equity Partners: On February 26, 2021, Barington Companies Equity Partners (1.5%) expressed its intention to nominate two persons for election as directors at the 2021 AGM. Source

Settlement agreement: On April 28, 2021, the company announced that it has agreed to appoint three new independent directors to the board: Ewing Morris and two nominees of Camac Fund. Moreover, two incumbent directors resigned, and upon the conclusion of the 2021 AGM, the board size will be reduced to eight directors, seven of which will be independent. Source

Update:

Amendment to the Settlement agreement: On January 14, 2022, Ewing Morris and Camac Fund separately entered into the Amendment to Cooperating Agreement with the company which amends the Cooperation Agreement dated April 28, 2021. The Amended Cooperation Agreement extends the company’s commitment to hold the 2022 AGM no later than November 30, 2022, extends the Termination date, and additionally the company agrees not to amend Section 2.11 of its Bylaws prior to its 2022 AGM. Source 1, Source 2