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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule|
|☒||Definitive Proxy Statement|
|☐||Definitive Additional Materials|
|☐||Soliciting Material Pursuant to|
COLONY NORTHSTAR, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules and|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
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March 29, 2017
Dear Fellow Stockholder:
It is my pleasure to invite you to the 2017 Annual Meeting of Stockholders of Colony NorthStar, Inc. (the Company), which will be held on Thursday, May 4, 2017, at 8:00 a.m., Eastern Time, at the offices of Morgan Stanley, 1585 Broadway, 25th Floor, Conference Room 25A, New York, New York 10036.
At this years meeting, you will be asked to (i) elect ten directors; (ii) approve (on a basis) the compensation of the named executive officers of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016; (iii) recommend (on a basis) the frequency of the advisory vote related to the compensation of our named executive officers; and (iv) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2017. The accompanying proxy statement provides a detailed description of these proposals. We urge you to read the accompanying materials so that you will be informed about the business to be addressed at the annual meeting. In addition to the formal business that will be transacted, management will report on the progress of our business and respond to comments and questions of general interest to our stockholders.
I sincerely hope that you will be able to attend and participate in the meeting. Whether or not you plan to attend the meeting, it is important that your shares be represented and voted. A form of proxy card and a copy of our annual report to stockholders are enclosed with this notice of annual meeting and proxy statement.
|Thomas J. Barrack, Jr.|
|Executive Chairman of the Board of Directors|
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COLONY NORTHSTAR, INC.
515 S. Flower St., 44th Floor
Los Angeles, CA 90071
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 4, 2017
You are cordially invited to attend our 2017 Annual Meeting of Stockholders to be held on Thursday, May 4, 2017, at 8:00 a.m., Eastern Time, at the offices of Morgan Stanley, 1585 Broadway, 25th Floor, Conference Room 25A, New York, New York 10036 for the following purposes:
|1.||To elect ten directors from the nominees named in the attached proxy statement to serve terms expiring at the 2018 annual meeting of stockholders and until their successors are duly elected and qualified;|
|2.||To approve (on a basis) the compensation of the named executive officers of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016;|
|3.||To recommend (on a basis) the frequency of the advisory vote related to the compensation of our named executive officers;|
|4.||To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for 2017; and|
|5.||To transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.|
Only stockholders of record at the close of business on March 24, 2017 will be entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.
This notice and the enclosed proxy statement are first being made available to our stockholders on or about March 29, 2017.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON, IF YOU DESIRE.
|By Order of the Board of Directors,|
|Ronald M. Sanders|
|Chief Legal Officer and Secretary|
Los Angeles, California
March 29, 2017
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COLONY NORTHSTAR, INC.
515 S. Flower St., 44th Floor
Los Angeles, CA 90071
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 4, 2017
This proxy statement and our 2016 Annual Report to Stockholders are available
at http://www.clns.com/events.php; or
ABOUT THE MEETING
Why am I receiving this proxy statement?
This proxy statement contains information related to the solicitation of proxies for use at our 2017 annual meeting of stockholders, to be held at 8:00 a.m., Eastern Time, on Thursday, May 4, 2017 at the offices of Morgan Stanley, 1585 Broadway, 25th Floor, Conference Room 25A, New York, NY 10036, for the purposes stated in the accompanying Notice of Annual Meeting of Stockholders. This solicitation is made by Colony NorthStar, Inc. on behalf of our Board of Directors, or the Board. We, our, us, Colony NorthStar, and the Company refer to Colony NorthStar, Inc. This proxy statement, the enclosed proxy card and our 2016 annual report to stockholders are first being mailed to stockholders beginning on or about March 29, 2017.
Who is entitled to vote at the annual meeting?
Only holders of record of our Class A common stock, $0.01 par value (Class A common stock), and Class B common stock, $0.01 par value (Class B common stock), at the close of business on March 24, 2017, the record date for the annual meeting, are entitled to receive notice of the annual meeting and to vote at the meeting. Our Class A common stock and Class B common stock constitute the only classes of securities entitled to vote at the meeting. For all purposes hereafter, references to our common stock shall refer to our Class A common stock and Class B common stock, as applicable, taken together as a single class, subject to the voting rights set forth below.
What are the voting rights of stockholders?
Holders of Class A common stock and Class B common stock vote together on all proposals for consideration at the annual meeting. Each holder of Class A common stock outstanding on the record date is entitled to one vote per share on each proposal to be voted on. Each holder of Class B common stock outstanding on the record date is entitled to and (36.5) votes per share on each proposal to be voted on.
Who can attend the annual meeting?
All holders of our common stock at the close of business on March 24, 2017, the record date for the annual meeting, or their duly appointed proxies, are authorized to attend the annual meeting. If you attend the meeting, you may be asked to present valid picture identification, such as a drivers license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted at the meeting.
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Please also note that if you hold your shares in street name (that is, your shares are held through a bank, broker, trustee or other nominee), you will need to bring a copy of a recent bank or brokerage statement evidencing your ownership of our common stock.
What will constitute a quorum at the annual meeting?
The presence at the meeting, in person or by proxy, of holders of common stock entitled to cast a majority of all the votes entitled to be cast at the meeting will constitute a quorum. We will include abstentions and broker in the calculation of the number of votes considered to be present and entitled to vote at the meeting for purposes of determining whether a quorum exists. Under applicable New York Stock Exchange (NYSE) rules (the exchange on which shares of our common stock are traded), brokers holding shares of our Class A common stock for beneficial owners in nominee or street name must vote those shares according to the specific instructions they receive from the beneficial owners. However, brokers or nominees holding shares for a beneficial owner who do not receive voting instructions from the beneficial owner may not under the NYSEs rules have discretionary voting power on matters. In these cases, if no specific voting instructions are provided by the beneficial owner, the broker may not vote on proposals. This results in what is known as a broker Broker non-votes may arise in the context of voting for the election of directors and on the advisory proposals regarding say on pay and say on pay frequency described in this proxy statement, because such proposals are considered matters. Unless specific voting instructions are provided by the beneficial owner, the broker will be unable to vote for the election of directors and on the say on pay and say on pay frequency proposals. Accordingly, we urge stockholders who hold their shares through a broker or other nominee to provide voting instructions so that your shares of common stock may be voted on these proposals.
The ratification of the appointment of Ernst & Young LLP (EY) as our independent registered public accounting firm for 2017 is a matter considered routine under applicable NYSE rules. A broker or other nominee may generally vote on routine matters and, therefore, no broker are expected to exist in connection with this proposal.
As of the record date, there were 557,995,015 shares of our Class A common stock and 770,040 shares of our Class B common stock outstanding.
How do I vote shares that are held in my name?
You may vote by any of the following means:
In Person at the Meeting: You may vote by attending the meeting and voting in person.
By Mail: You may vote by mail by completing and signing your proxy card and returning it in the enclosed, prepaid and addressed envelope.
How do I vote my shares that are held by my broker?
If your shares are held by a bank or broker, you should follow the instructions provided to you by the bank or broker. Although most banks and brokers now offer voting by mail, telephone and on the Internet, availability and specific procedures will depend on their voting arrangements.
How are votes counted?
If the accompanying proxy card is properly signed and returned to us, and not subsequently revoked, it will be voted as directed by you. If your properly signed proxy card does not provide specific voting instructions, the persons designated as proxy holders on the proxy card will vote (1) FOR each nominee for director, (2) FOR the advisory approval of the resolution approving the compensation of the named executive officers
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of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016, (3) EVERY YEAR on the advisory proposal recommending the frequency of advisory votes on executive compensation, (4) FOR the ratification of the appointment of EY as our independent registered public accounting firm for 2017, and (5) as recommended by our Board of Directors with regard to any other matters that may properly come before the meeting, or, if no such recommendation is given, in such proxy holders own discretion.
May I revoke my vote after I return my proxy card?
Yes. You may revoke a previously granted proxy at any time before it is exercised by (i) filing with Ronald M. Sanders, our Chief Legal Officer and Secretary, a notice of revocation or a duly executed proxy bearing a later date or (ii) attending the meeting and voting in person. Attendance at the meeting alone will not act to revoke a prior proxy. Notices of revocation or later dated proxies should be sent to the following address: Ronald M. Sanders, Chief Legal Officer and Secretary, Colony NorthStar, Inc., 515 S. Flower St., 44th Floor, Los Angeles, CA 90071.
What are the Boards recommendations?
The Boards recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote:
|||FOR the election as directors of the nominees specified in this proxy statement (See Proposal 1);|
|||FOR approval of the compensation of the named executive officers of NorthStar Asset Management Group Inc. (the predecessor to the Company) as of December 31, 2016 (See Proposal 2);|
|||EVERY YEAR stockholder advisory votes on approval of the compensation for our named executive officers (See Proposal 3); and|
|||FOR the ratification of the appointment of EY as our independent registered public accounting firm for 2017 (See Proposal 4).|
Who pays the costs of soliciting proxies?
We will pay the costs of soliciting proxies. In addition to soliciting proxies by mail, our officers, directors and other employees, without additional compensation, may solicit proxies personally or by other appropriate means. It is anticipated that banks, brokers, fiduciaries, custodians and nominees will forward proxy soliciting materials to their principals, and that we will reimburse such persons expenses. We have retained D.F. King & Co., Inc. at an aggregate estimated cost of $11,500, plus expenses, to assist in the solicitation of proxies.
How many votes are required to approve the proposals?
The affirmative vote of a majority of the total votes cast for and against at a meeting duly called and at which a quorum is present, is required for the election of a director, unless there is a contested election, in which case directors shall be elected by a plurality of votes cast at a meeting. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted for the election of a director must exceed the number of shares that are cast and are voted against the election of a director. In any uncontested election of a director, any incumbent director who does not receive a majority of the votes cast with respect to the election of such director shall tender his or her resignation within three (3) days after certification of the results, in accordance with the Companys written corporate governance guidelines. For purposes of the election of directors, pursuant to our organizational documents and Maryland state law, abstentions and broker if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
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The affirmative vote of a majority of the votes cast at the meeting is required for approval of the advisory say on pay resolution regarding the compensation of our named executive officers. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted for the resolution must exceed the number of shares that are cast and are voted against the resolution. For purposes of the vote on this proposal, pursuant to our organizational documents and Maryland state law, abstentions and broker will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
The affirmative vote of a majority of the votes cast is required for approval, on an advisory basis, of the frequency of holding the say on pay vote in the future. Since stockholders have several voting choices, it is possible that no single choice will receive a majority of the votes cast. In the event no option receives a majority of the votes cast, the option receiving a plurality of the votes cast on the proposal will be deemed the preferred option of stockholders. For purposes of the vote on this proposal, abstentions and broker will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
The affirmative vote of a majority of the votes cast at the meeting is required for approval of the ratification of the appointment of EY as our independent registered public accounting firm for 2017. For purposes of the foregoing, a majority of the votes cast means that the number of shares that are cast and are voted for the resolution must exceed the number of shares that are cast and are voted against the resolution. For purposes of the vote on this proposal, pursuant to our organizational documents and Maryland state law, abstentions and broker will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.
You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this proxy statement is accurate as of any date other than the date of this proxy statement or, where information relates to another date set forth in this proxy statement, then as of that date.
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Colony NorthStar, Inc. (NYSE:CLNS) is a leading global real estate and investment management firm. The Company resulted from the January 2017 merger between Colony Capital, Inc., NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. The Company has significant property holdings in the healthcare, industrial and hospitality sectors, opportunistic equity and debt investments and an embedded institutional and retail investment management business. The Company currently has assets under management in excess of $56 billion and manages capital on behalf of its stockholders, as well as institutional and retail investors in private funds, and traded real estate investment trusts (REITs) and registered investment companies. In addition, the Company owns NorthStar Securities, LLC, a captive broker-dealer platform that raises capital in the retail market. The Company maintains principal offices in Los Angeles and New York, with more than 500 employees in offices located across 17 cities in ten countries. The Company will elect to be taxed as a REIT for U.S. federal income tax purposes. For additional information regarding the Company and its management and business, please refer to www.clns.com.
We were organized on May 31, 2016 as a Maryland corporation and formed for the purpose of facilitating the Mergers, as described below. We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with our initial taxable year ending December 31, 2017. We are organized and conduct our operations to qualify as a REIT, and generally are not subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our taxable income to stockholders and maintain qualification as a REIT, although we are subject to U.S. federal income tax on income earned through our taxable subsidiaries. We also operate our business in a manner that will permit us to maintain our exemption from registration as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act).
At the closing of the Mergers, the Company adopted a class corporate governance structure, including (i) the appointment of a board comprised of 80% independent directors, (ii) opting out of provisions of the Maryland Unsolicited Takeover Act, or MUTA, and (iii) instituting a majority voting standard for election of directors, among other improvements described in further detail below.
Our principal executive offices are located at 515 S. Flower St., 44th Floor, Los Angeles, CA 90071. Our telephone number is and our website address is www.clns.com.
Mergers of NorthStar Asset Management Group Inc., Colony Capital, Inc. and NorthStar Realty Finance Corp.
On January 10, 2017, NorthStar Asset Management Group Inc., or NSAM, completed the merger with Colony Capital, Inc., or Colony, and NorthStar Realty Finance Corp., or NorthStar Realty or NRF, under which the companies combined in an merger of equals transaction, referred to as the Mergers, to create Colony NorthStar, an internally-managed, diversified real estate and investment management company. The Mergers created a leading global equity REIT with an embedded investment management platform and increased scale and capabilities with approximately $56 billion of assets under management.
Under the terms of the merger agreement, NSAM redomesticated to Maryland to be treated as a REIT beginning in 2017 and Colony and NorthStar Realty, through a series of transactions, merged with and into the redomesticated NSAM, which was renamed Colony NorthStar, Inc. Upon the closing of the Mergers, NSAMs stockholders received approximately 32.85%, Colony stockholders received approximately 33.25% and NorthStar Realty stockholders received approximately 33.90% of the combined company on a fully diluted basis, excluding the effect of certain equity-based awards issued in 2017 in connection with the Mergers.
Prior to the Mergers, NSAM was a global asset management firm focused on strategically managing real estate and other investment platforms in the United States and internationally including substantial business raising and managing capital in the retail marketplace, accessing a variety of pools of capital through various
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vehicles that include REITs and funds, which raised capital in the retail market through NorthStar Securities, LLC, or NorthStar Securities, a captive broker-dealer platform registered with the SEC. In addition, NSAM managed NorthStar Realty and NorthStar Realty Europe Corp., or NorthStar Europe, two publicly listed REITs. On April 2, 2015, Colony Financial, Inc. (the predecessor to Colony Capital, Inc.) acquired through its operating subsidiary Colony Capital Operating Company, LLC, Colony Capital, LLCs (CCLLC) trademark name and substantially all of its real estate and investment management businesses and operations. We refer to this transaction as the Combination.
Colony NorthStar Business
Colony NorthStar began trading on the NYSE on January 11, 2017 following the Mergers. See Our Company above for additional information regarding Colony NorthStars business.
Colony NorthStar Segments
Our business objective is to provide attractive risk-adjusted returns to our investors through five core strategic real estate segments summarized as follows:
|||Healthcare - Our healthcare properties are comprised of a diverse portfolio of medical office buildings, senior housing, skilled nursing and other healthcare properties. Over half of our healthcare properties are medical office buildings and properties structured under a net lease to healthcare operators. Substantially all of our net leases include annual escalating rent provisions. In addition, our portfolio consists of senior housing operating facilities, which include healthcare properties that operate through management agreements with independent third-party operators, predominantly through structures permitted by the REIT Investment Diversification and Empowerment Act of 2007 (RIDEA), which permits us, through a taxable REIT subsidiary (TRS) to have direct exposure to resident fee income and incur customary related operating expenses. Our medical office buildings are a combination of single tenant and multi-tenant properties typically structured with long-term leases with the tenants.|
|||Light Industrial - Our industrial properties are comprised of primarily light industrial assets in infill locations that are vital for and other tenants that require increasingly quick delivery times. These properties are generally either multi-tenant buildings of up to 500,000 square feet or single tenant buildings of up to 250,000 square feet with an office of less than 20%. The portfolio is well-diversified with over 800 tenants and across 37 million square feet across 15 major U.S. markets, with significant concentrations in Atlanta, Georgia, Dallas, Texas and Chicago, Illinois.|
|||Hospitality - Our hotel portfolio is a geographically diverse portfolio primarily comprised of extended stay hotels and premium branded select service and extended-stay hotels primarily located in top 25 major metropolitan statistical areas and approximately 95% affiliated with Marriott International, Inc. and Hilton Inc. with the majority affiliated with top hotel brands.|
|||Other Equity and Debt - Our other equity and debt includes our portfolios of net lease, multifamily and multi-tenant office properties, our interest in Colony Starwood Homes (NYSE: SFR), which is one of the largest publicly traded owners and operators of single family rental homes in the U.S., and a portfolio of commercial real estate (CRE), loans and securities, our limited partnership interests in real estate private equity funds and various other equity investments.|
|||Investment Management- Our investment management business is expected to generate fee income through investment management services, sponsoring numerous investment products across a diverse set of institutional and retail investors.|
Our vision is to establish Colony NorthStar as the leading global equity REIT, with a unique and powerful embedded investment management platform, resulting in multiple avenues to drive growth and create value for stockholders. We believe our deep understanding of CRE provides us a significant advantage in identifying relative value throughout real estate cycles. Through prudent sector/subsector capital allocation and
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operational capabilities, we aim to generate outsized total returns to stockholders. In addition, we expect to have third-party investor participation in sponsored investment vehicles that serve a potential to enhance returns to stockholders through fee income and act as an additional source of liquidity. We expect our embedded investment management platform to allow us to scale our core segments while providing revenue diversification.
Colony NorthStar Corporate Governance Structure
At the closing of the Mergers, the Company adopted the following features to achieve a corporate governance structure for Colony NorthStar. The Board of Directors and management believe that having these additional stockholder-focused corporate governance elements has the opportunity to enhance Colony NorthStars business and value to stockholders.
|1.||80% Independent Directors with Extensive Real Estate and Board Governance Experience. Colony NorthStars Board includes eight independent directors, which constitute 80% of the members of the Board, who are each highly respected and recognized leaders in the real estate and related industries.|
|2.||Board Size Reduced. Colony NorthStars Board is comprised of 10 directors (a reduction from a contemplated board size of 13 directors), with five members jointly selected by NSAM and NRF, including Messrs. Fosheim and Crocker, and five members selected by Colony. Eight of the 10 directors of the Colony NorthStar Board are independent under NYSE rules.|
|3.||No Classified Board. All of Colony NorthStars directors will stand for election annually.|
|4.||Opted out of MUTA. Colony NorthStar opted out of all of the provisions of Subtitle 8 of Title 3 of the Maryland General Corporation Law (the MGCL), otherwise referred to as the Maryland Unsolicited Takeover Act, which would have permitted Colony NorthStars board to elect, without stockholder approval, to adopt a classified board structure and other anti-takeover provisions.|
|5.||Majority Voting Standard for Election of Directors. In uncontested elections, members of Colony NorthStars board will be elected by majority vote, with incumbent directors who are not being required to submit a resignation. A plurality voting standard will apply to contested elections.|
|6.||Stockholders Permitted to Call Special Meetings. Stockholders holding 25% of the Colony NorthStar voting power will be entitled to call a special meeting of stockholders. This was reduced from the majority requirement considered prior to the Mergers.|
|7.||Stockholders Have the Right to Remove and Replace Directors. Colony NorthStar stockholders have the right to remove directors at a special meeting of stockholders, with or without cause, by majority vote. Colony NorthStar stockholders also have the right to fill vacancies resulting from the removal of directors.|
|8.||Stockholders May Amend Bylaws. Stockholders are entitled to amend Colony NorthStars bylaws by majority vote. In addition, Colony NorthStars Board is not permitted to unilaterally amend any bylaw provisions adopted by stockholders. The Company eliminated the prior charter provision, permitted under Maryland law, which precluded stockholders from amending Colony NorthStars bylaws.|
|9.||Stockholder Approval Required to Increase the Number of Shares Available for Issuance. The Company eliminated the charter provision, permitted under Maryland law, which allowed the Board to increase or decrease without stockholder approval the number of Colony NorthStars shares available for issuance. Any such increase now requires the approval of Colony NorthStars stockholders by majority vote.|
|10.||Directors are Subject to Stock Ownership Guidelines. Directors are required to maintain stock ownership equal to four times (4x) their annual cash retainer.|
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|11.||Anti-Hedging Policy. The Company adopted a robust policy on inside information and insider trading, to which all covered persons (as defined therein), including all directors and officers of the Company, are subject. In part, this policy strictly prohibits, at all times, the trading in call or put options involving the Companys securities and other derivative securities; engaging in short sales of the Companys securities; holding the Companys securities in a margin account; and, except in limited circumstances, pledging the Companys stock to secure margin or other loans.|
|12.||Improved Dissenters Rights. The charter of Colony NorthStar provides for dissenters rights that are more favorable than those provided for in the MGCL.|
Formation of Risk Committee
In February 2017, the Board of Directors formed a Risk Committee and appointed members comprised solely of independent directors, to oversee comprehensive scale risk assessment and risk management of the Company. The oversight responsibility includes the enterprise-wide risk management policies of the Companys operations; structure, approach and operation of the Companys risk-management framework; and review and approval of risk parameters to be used by management to operate the Company. Types of risk reviewed by the Risk Committee include, but are not limited to, compliance/regulatory risk, credit risk, valuation risk, market risk, liquidity risk, operational risk, legal risk, reputational risk and strategic risk. The Risk Committee will also evaluate and monitor insurance coverage, risk sharing and fraud and corruption exposure and management.
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PROPOSAL 1: ELECTION OF DIRECTORS
Our Board of Directors is currently comprised of 10 directors. The nominees, all of whom are currently serving as directors of the Company, have been recommended by our Board of Directors for to serve as directors for terms until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified. The Board of Directors has affirmatively determined that the following eight directors are independent directors under the rules of the NYSE and under applicable rules of the Securities and Exchange Commission (the SEC): Douglas Crocker II, Nancy A. Curtin, Jon A. Fosheim, Justin E. Metz, George G. C. Parker, Charles W. Schoenherr, John A. Somers and John L. Steffens.
The Board of Directors knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board of Directors may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board of Directors, or the Board of Directors may, as permitted by our bylaws, decrease the size of our Board of Directors.
Nominees for Election for a Term Expiring at the 2018 Annual Meeting
The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.
Thomas J. Barrack, Jr.
|69||Director, Executive Chairman|
David T. Hamamoto
|57||Director, Executive Vice Chairman|
Douglas Crocker II
Nancy A. Curtin
Jon A. Fosheim
Justin E. Metz
George G. C. Parker
Charles W. Schoenherr
John A. Somers
John L. Steffens
|(1)||Ages as of March 28, 2017|
Set forth below are descriptions of the backgrounds and principal occupations of each of our directors, including the specific experience, qualifications, attributes and skills of each director considered relevant by the Board of Directors for continued service on the Board.
Thomas J. Barrack, Jr. (age 69) is the Executive Chairman of Colony NorthStar, having previously held the position of Founder and Executive Chairman of Colony. Prior to founding the Colony business in 1991, Mr. Barrack was a Principal with the Robert M. Bass Group, the principal investment vehicle of the Fort Worth, Texas investor Robert M. Bass. Prior to joining the Robert M. Bass Group, Mr. Barrack also served in the Reagan administration as Deputy Undersecretary of the Department of the Interior. Additionally, in 2010, French president Nicolas Sarkozy awarded him Frances Chevalier de la Légion dhonneur.
Since January 2016, Mr. Barrack has served as of the board of trustees of Colony Starwood Homes (NYSE: SFR), a leading single-family rental real estate investment trust. From January 2014 to May 2016, Mr. Barrack served on the board of directors of Carrefour S.A., a French multinational retailer and the second largest retailer in the world. Since June 2010, Mr. Barrack has served on the board of directors of First Republic Bank, a full service bank and wealth management firm.
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From January 2006 to April 2013, Mr. Barrack served on the public board of directors of Accor, S.A., a major global hotel group listed on Euronext Paris. Mr. Barrack has also served on the public board of Challenger Financial Services Group Limited, a diversified financial services organization listed on the Australian Securities Exchange from November 2007 to October 2010. From August 1994 to September 2007, Mr. Barrack served on the board of Continental Airlines, Inc., one of the largest passenger airlines in the United States, including as a member of its Corporate Governance Committee, Executive Committee and Human Resources Committee.
Mr. Barrack received a Bachelor of Arts in 1969 from the University of Southern California. He attended law school at the University of San Diego and the University of Southern California, where he was an editor of the law review, and received a Juris Doctor in 1972 from the University of San Diego. Mr. Barrack is the recipient of an Honorary Doctorate of Jurisprudence degree from Pepperdine University and is a Trustee at the University of Southern California.
Mr. Barrack possesses significant vision and understanding of our Companys strategies and future direction. Mr. Barrack has a long track record and experience managing and investing in commercial mortgage loans and other CRE and real estate-related investments, including performing, and loan portfolios and REO properties, through a variety of credit cycles and market conditions. Mr. Barracks extensive investment experience in our target assets is key to the Boards oversight of the Companys investment strategy and management of its investment portfolio. Mr. Barracks prior service as Deputy Undersecretary of the Department of the Interior also provides a unique government perspective to the Board.
David T. Hamamoto (age 57) is the Executive Vice Chairman of Colony NorthStar, having previously held the position of Executive Chairman of NSAM, the predecessor to Colony NorthStar, since August 2015. Prior to that position, Mr. Hamamoto served as NSAMs Chairman and Chief Executive Officer from January 2014 until August 2015. Mr. Hamamoto held the position of Chairman of the board of directors of NRF from October 2007 until January 2017, having served as one of its directors since October 2003. Mr. Hamamoto also served as NRFs Chief Executive Officer from October 2004 until August 2015 and President from October 2004 until April 2011. Mr. Hamamoto has been Chairman of the board of directors of NorthStar Europe (NYSE: NRE) since October 2015 and has served as one of its directors since June 2015.
Mr. Hamamoto served as Chairman of NorthStar Real Estate Income Trust, Inc. from February 2009 until August 2015 and served as Chief Executive Officer from February 2009 until January 2013. In addition, Mr. Hamamoto served as Chairman of NorthStar Healthcare Income, Inc. from January 2013 until January 2014, and of NorthStar Real Estate Income II, Inc. from December 2012 until August 2015. Mr. Hamamoto also served as of NorthStar/RXR New York Metro Real Estate, Inc. (NorthStar/RXR) from March 2014 until August 2015.
Additionally, Mr. Hamamoto serves as a member of the advisory committee of RXR Realty LLC, a leading real estate operating and investment management company focused on high-quality real estate investments in the New York area and a of NorthStar/RXR, a position he has held since December 2013. Mr. Hamamoto also serves as a member of the executive committee of Island Hospitality Management Inc., a position he has held since January 2015. In July 1997, Mr. Hamamoto NorthStar Capital Investment Corp., the predecessor to NRF, for which he served as Executive Officer until October 2004.
From 1983 to 1997, Mr. Hamamoto worked for Goldman, Sachs & Co. (Goldman Sachs) where he was of the Real Estate Principal Investment Area and general partner of the firm between 1994 and 1997. During Mr. Hamamotos tenure at Goldman Sachs, he initiated the firms effort to build a real estate principal investment business under the auspices of the Whitehall Funds.
Mr. Hamamoto holds a Bachelor of Science from Stanford University in Palo Alto, California and a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania in Philadelphia, Pennsylvania.
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Mr. Hamamoto offers our Board an intuitive perspective of the business and operations of the Company as a whole. Mr. Hamamoto also has significant experience in all aspects of the commercial real estate markets, which he gained initially as of the Real Estate Principal Investment Area at Goldman Sachs. Mr. Hamamoto is able to draw on his extensive knowledge to develop and articulate sustainable initiatives, operational risk management and strategic planning, which qualify him to serve as a director.
Douglas Crocker II (age 76) is a director of Colony NorthStar. Mr. Crocker has been the managing partner of DC Partners LLC, a firm that invests in and develops apartment properties, since 2013. From 2006 to 2013, Mr. Crocker was the Chairman of Pearlmark Multifamily Partners, L.L.C. (formerly known as Transwestern Multifamily Partners, L.L.C.), a CRE firm. He was the Chief Executive Officer of Equity Residential, a multi-family residential REIT, from December 1992 until his retirement in December of 2002.
During his more than 40 years of real estate experience, Mr. Crocker has previously served as: Executive Vice President of Equity Financial and Management Company, a subsidiary of Equity Group Investments, Inc. (EGI), which provides strategic direction and services for EGIs real estate and corporate activities; President, Chief Executive Officer and a director of First Capital Corporation, a sponsor of public limited real estate partnerships; Managing Director of Prudential Securities Inc., a financial services brokerage firm; Chief Executive Officer of McKinley Finance Group, a privately held company involved with real estate, banking and corporate finance; President of American Invesco, the nations largest condominium conversion company; and Vice President of Arlen Realty and Development Company, a diversified real estate and retail company. Mr. Crocker currently is a member of the boards of directors of Acadia Realty Trust and Care Capital Properties, Inc., each publicly traded REITs, since 2003 and August 2015, respectively. Previously, during the past five years, Mr. Crocker was a member of the board of directors of the following publicly traded companies: Ventas, Inc. (NYSE: VTR) from 1998 until May 2016; CYS Investments, Inc. (NYSE: CYS) from 2007 to May 2015; Associated Estates Realty Corporation from December 2014 until August 2015, when the company was sold to a real estate fund managed by Brookfield Asset Management Inc. (NYSE: BAM); and Post Properties, Inc. from 2004 to May 2012.
Mr. Crocker is a member of the National Multi-Housing Council, having previously served as its Chairman. In addition, Mr. Crocker currently serves as a trustee of Milton Academy and formerly served as a trustee of Urban Land Institute and DePaul. Mr. Crocker has been a five-time recipient of Commercial Property News Multifamily Executive of the Year Award, a three-time winner of their REIT Executive of the Year Award, a three-time winner of Realty Stock Reviews Outstanding CEO Award, and received the National Association of Real Estate Investment Trusts (NAREIT) 2010 Edward H. Linde Industry Leadership Award. Mr. Crocker is also a member of the National Association of Corporate Directors.
Mr. Crocker holds a Bachelor of Arts from Harvard University.
Mr. Crockers expertise as a successful, well-respected and recognized leader in the real estate industry, with extensive executive experience and strong skills in corporate finance, mergers and acquisitions, strategic planning, public company executive compensation, and corporate governance, qualify him to serve as a director.
Nancy A. Curtin
Don't write off paper bank statements just yet
Electronic bank statements have virtues - saving trees, keeping your desk uncluttered - but they also have a vice: They can be easy to forget.
You could instead get paper statements delivered by mail, an option that's becoming less popular as technology gets better.
But Nessa Feddis, senior vice president for consumer protection and payments at the American Bankers Association, says they "won't disappear entirely."
Whatever form they take, these monthly records help you spot fraudulent purchases and errors and, in the case of bills, remind you of payment deadlines.
Here's what you can expect from bank statements in the future and how to decide whether sticking with paper makes sense for you.
A MORE DIGITAL FUTURE
Bank statements played a key role when balancing a checkbook was common. You would keep track of deposits and withdrawals on paper and compare your numbers each month with your statement. One perk to using paper is being able to mark it up.
But, just as checks gave way to debit cards, paper bank statements are being replaced by electronic ones and other technology.
"Instead of a formal document at the end of the month, it's a rolling, continuous spending tracker," Cole Kennedy, a copywriter in New York City, says of his bank's tracking feature. His bank also provides graphs of his spending history.
Many banks have tools such as mobile alerts to help prevent fraud, and someday digital banking might affect paper statements too.
"We're not going to snap our fingers and stop sending paper" to people who want it, says Rob Krugman , chief digital officer at Broadridge, a customer communication and analytics firm that delivers financial statements on behalf of thousands of brands. "But there's an opportunity to make the paper and the digital work together."
For example, he says, a one-page statement could have an integrated chip in the paper, which you could scan with a smartphone to see more details online.
'GOING PAPERLESS' ISN'T FOR EVERYONE
Banks have encouraged customers to opt into electronic statements, or "go paperless," for over a decade , and the push continues; a quarter of banks now charge a fee to send a paper statement, according to 2014 data from banking analytics firm Novantas.
About 61 percent of checking account customers only receive electronic statements, according to a 2017 survey by Javelin Strategy and Research.
But some people don't benefit from e-statements. About a third of U.S. households don't have access to broadband, or high-speed, internet at home, according to a 2015 study by the Pew Research Center.
Banks, by law, have to make paper statements available as an option. They can't assume everyone has internet access.
Accessing a statement online at a library or other public place might not be as secure as accessing it through your home network. Plus, having a smartphone might not be enough.
It's "very different seeing a bank statement on a full sheet of paper (rather) than a small screen," says Chi Chi Wu, staff attorney at the National Consumer Law Center. Certain transactions and bill deadlines on credit card statements might get overlooked and lead to missed payments.
WHY SOME PREFER PAPER
Even people who can easily receive statements online may prefer paper for various reasons:
- To cut through information overload online. Emails about statements can get overlooked in a crowded inbox, and checking e-statements usually requires logging onto online or mobile banking and downloading a PDF.
"Clients who have paper statements check them at least once," says Dana Twight, certified financial planner and owner of Twight Financial in Seattle. "It comes in the mail and they see it."
In contrast, Twight adds, her clients with e-statements don't read them, except maybe around tax time.