Gyrodyne Reaches Governance Agreement with Star Equity Fund, Reduces Board Size
Gyrodyne LLC has reached a significant governance agreement with Star Equity Fund that includes board reduction and compensation limits, signaling improved shareholder alignment during the company's property sale process.
Gyrodyne, LLC has entered into an agreement with Star Equity Fund that resolves a potential proxy contest and implements several governance changes. Under the agreement, Star Equity Fund has withdrawn its slate of nominees for election at the 2025 annual shareholders meeting, and Gyrodyne will reduce its board size from five to four directors while freezing director compensation and limiting the chairman's aggregate fee to $65,000.
The agreement represents a compromise between the real estate company and the activist investor, with Richard Smith becoming the sole nominee standing for election at the upcoming shareholders meeting. Star Equity has also agreed to customary standstill provisions, and the full agreement will be filed in a Current Report on Form 8-K with the Securities and Exchange Commission, available through https://www.sec.gov.
Gary Fitlin, Gyrodyne's President and Chief Executive Officer, stated that the company appreciates the thoughtful input from Star Equity and the broader shareholder base. He emphasized that these perspectives have strengthened the company's efforts as it works toward completing the sale of its properties and delivering maximum value to shareholders.
Jeff Eberwein, manager of Star Equity Fund, expressed satisfaction with the collaborative work with the board to enhance governance and further align with shareholders' interests following constructive discussions with the company. The agreement reflects Gyrodyne's continued commitment to constructive engagement with shareholders as part of its ongoing efforts to strengthen governance, enhance transparency and drive long-term value creation.
Nader Salour, Chairman of Gyrodyne's Nominating Committee, acknowledged Paul Lamb's extraordinary 28 years of service to the company, noting that his steady leadership and strategic vision guided the company through periods of challenge and transformation. While Lamb will not stand for re-election, he will continue as a significant shareholder and valued supporter of the company's long-term success. Additional information about Gyrodyne may be found at https://www.gyrodyne.com.