Will Implement Incentive Compensation
Enhancements to Better Align with Shareholders; Star Equity
Withdraws Nominations and Shareholder Proposal
ST.
JAMES, N.Y., Sept. 6,
2023 /PRNewswire/ -- Gyrodyne, LLC (Nasdaq: GYRO), an
owner and manager of a diversified portfolio of real estate
properties ("Gyrodyne"), today announced that it has entered into
an agreement (the "Agreement") with Star Equity Fund, LP ("Star
Equity Fund"), under which Star Equity Fund has withdrawn both its
slate of nominees for election at the 2023 annual shareholders
meeting and its proposal regarding certain compensation matters,
and Gyrodyne will freeze director fees and transition directors
from its cash bonus plan to a new stock plan if approved by the
shareholders.
Under the terms of the agreement, Gyrodyne agreed to submit for
shareholder approval at its 2023 annual shareholders meeting a new
stock incentive plan for directors who currently participate in
Gyrodyne's cash retention bonus plan. If shareholders approve
the proposed stock plan, current director participants in the bonus
plan will exchange their benefits for an equivalent value of shares
under the new stock plan, with the shares vesting over a three-year
period.
The agreement with Star Equity Fund is just one step in
Gyrodyne's articulated process of significant shareholder
engagement.
Paul Lamb, Gyrodyne's Chairman,
stated that "[t]he Board and Management greatly appreciate the
valuable input provided by Star Equity and our other shareholders,
which will benefit Gyrodyne tremendously as we move forward toward
completing our strategic goal of selling our properties and
maximizing distributions to our shareholders."
Jeffrey Eberwein, manager of Star
Equity Fund, added that, "After recent constructive dialogue with
Gyrodyne, we are pleased to have collaborated with the Board on
these compensation structure changes to bring better alignment with
the interests of all shareholders."
Star Equity has also agreed to certain customary standstill
provisions. The full agreement with Star Equity will be filed in a
Current Report on Form 8-K with the Securities and Exchange
Commission.
About Gyrodyne, LLC
Gyrodyne, LLC owns and manages a diversified portfolio of real
estate properties comprising office, industrial and
service-oriented properties in the New
York metropolitan area. The Company owns a 63 acre site
approximately 50 miles east of New York
City on the north shore of Long
Island, which includes industrial and office buildings and
undeveloped property, and a medical office park in Cortlandt Manor, New York, both of which are
the subject of plans to seek value-enhancing entitlements. The
Company's common shares are traded on the NASDAQ Stock Market under
the symbol GYRO. Additional information about the Company may be
found on its web site at www.gyrodyne.com.
Forward-Looking Statements
The statements made in this press release and other materials
the Company has filed or may file with the SEC, in each case that
are not historical facts, contain "forward-looking information"
within the meaning of the Private Securities Litigation Reform Act
of 1995, and Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, both as amended, which
can be identified by the use of forward-looking terminology such as
"may," "will," "anticipates," "expects," "projects," "estimates,"
"believes," "seeks," "could," "should," or "continue," the negative
thereof, and other variations or comparable terminology as well as
statements regarding the evaluation of strategic alternatives and
liquidation contingencies. These forward-looking statements are
based on the current plans and expectations of management and are
subject to a number of risks and uncertainties that could cause
actual results to differ materially from those reflected in such
forward-looking statements. Such risks and uncertainties include,
but are not limited to, risks and uncertainties relating to our
efforts to enhance the values of our remaining properties and seek
the orderly, strategic sale of such properties as soon as
reasonably practicable, risks associated with the Article 78
proceeding against the Company and any other litigation that may
develop in connection with our efforts to enhance the value of and
sell our properties, ongoing community activism, risks associated
with proxy contests and other actions of activist shareholders,
risks related to the recent banking crisis and closure of two major
banks (including one with whom we indirectly have a mortgage loan),
regulatory enforcement, risks inherent in the real estate markets
of Suffolk and Westchester Counties in New York, the ability to obtain additional
capital in order to enhance the value of the Flowerfield and
Cortlandt Manor properties and
negotiate sales contracts and defend the Article 78 proceeding from
a position of strength, the potential effects of the COVID-19
pandemic, the risk of inflation, rising interest rates, recession
and supply chain constraints or disruptions and other risks
detailed from time to time in the Company's SEC reports. These and
other matters the Company discuss in this press release may cause
actual results to differ from those the Company describes.
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SOURCE Gyrodyne, LLC