DEF 14A: Seritage Growth Properties Announces 2025 Annual Meeting of Shareholders

Seritage Growth Properties will hold its 2025 annual meeting virtually on June 10, 2025, to vote on the election of trustees, ratification of the independent accounting firm, and an advisory vote on executive compensation.

Summary

• Seritage Growth Properties is holding its annual shareholder meeting on June 10, 2025, in a virtual format.
• Shareholders will vote on the election of six trustees, the ratification of Deloitte & Touche LLP as the independent accounting firm for fiscal year 2025, and an advisory vote on executive compensation.
• The record date for determining shareholders eligible to vote is April 25, 2025.
• The Board recommends voting FOR the election of the trustee nominees, FOR the ratification of Deloitte & Touche LLP, and FOR the advisory vote on executive compensation.
• The company is soliciting proxies and has engaged Innisfree M&A Incorporated for a fee of $20,000 plus expenses.
• The Board has nominated John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann as trustees for a one-year term expiring at the 2026 annual meeting of shareholders.

Sentiment

Score: 6

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The company is in the process of selling its assets and dissolving, which introduces some uncertainty, but the document itself is factual and informative.

Positives

• The company is committed to effective corporate governance and has adopted Corporate Governance Guidelines.
• The Board is committed to a policy of inclusiveness and is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills.
• The company has a Code of Business Conduct and Ethics for trustees and employees.
• The company is focused on maximizing value for shareholders throughout the Plan of Sale process.

Risks

• The company is currently executing a Plan of Sale, which involves selling all assets and dissolving the company, indicating potential uncertainty for the future of the business.
• The company's former Chairman, Edward S. Lampert, and entities affiliated with him, together as a group, currently beneficially own a significant portion of Holdco's outstanding common stock and approximately 24% of the Company's outstanding Class A Shares, which could present conflicts of interest.

Future Outlook

The company is currently focused on executing the Plan of Sale, which involves selling all of its assets and distributing the net proceeds to shareholders, while remaining open to value-maximizing alternatives, including a potential sale of the company.

Management Comments

• The trustees and officers of Seritage Growth Properties are pleased to invite you to attend the 2025 annual meeting of the Company's shareholders.
• We encourage you to authorize a proxy to vote your shares via telephone or the Internet and to choose to view future mailings electronically rather than receiving them on paper.

Industry Context

This is a standard proxy statement for a publicly traded REIT, outlining the matters to be voted on at the annual meeting and providing information about the company's governance, executive compensation, and related matters.

Comparison to Industry Standards

• The structure and content of this proxy statement are consistent with industry standards for publicly traded REITs.
• The matters to be voted on, such as the election of trustees, ratification of the independent accounting firm, and advisory vote on executive compensation, are typical for annual shareholder meetings.
• The disclosure of related-party transactions and the discussion of corporate governance practices are also standard for REIT proxy statements.

Management Changes

Corporate Governance

Related Party Transactions

• The company has relationships with Transform Holdco LLC and Edward S. Lampert, who beneficially owns a significant portion of Holdco's outstanding common stock and approximately 24% of the Company's outstanding Class A Shares.
• The company has an agreement with Winthrop Capital Advisors, LLC, where John Garilli, the Interim Chief Financial Officer, is a member, for property management services and property accounting support, with expected payments of $108,333 per month plus reimbursements in 2025.

Stakeholder Impact

• Shareholders are impacted by the Plan of Sale, which involves selling all assets and distributing the net proceeds.
• Employees are impacted by the ongoing strategic review process and the potential sale of the company.
• The company's environmental, social responsibility, and governance practices impact the communities in which it operates.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote their shares.
• The company will hold its annual meeting on June 10, 2025.
• The Board and Compensation Committee will consider the results of the advisory vote on executive compensation in future decisions.

Key Dates

Keywords

annual meeting, proxy statement, shareholders, trustees, executive compensation, Deloitte & Touche LLP, corporate governance, Seritage Growth Properties