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Steven Roth Offers To Resign From REIT Board After Losing Shareholder Vote

Vornado CEO Steven Roth at REITWeek 2014

One of the giants of the real estate world has offered to resign his seat as the chairman of the board of one of the publicly traded real estate investment trusts he helped found.

A majority of JBG Smith's shareholders voted Thursday to remove Vornado CEO Steven Roth from the REIT's Board of Trustees. 

The vote came at the REIT's annual meeting and was revealed Friday afternoon in a Securities and Exchange Commission filing. The filing said Roth offered to resign from the board following the vote, in accordance with the company's governance rules.

Of the roughly 119 million shareholder votes, 28.8 million voted for Roth while 90.7 million voted against him. All 11 other board nominees received more than 113 million affirmative votes. 

JBG Smith declined to comment on the vote. The REIT is scheduled to release its first-quarter earnings Tuesday afternoon.

The company became a public REIT in July 2017 upon the closing of a merger between D.C.-based developer The JBG Cos. and a spinoff of Vornado's D.C. portfolio. Vornado's portfolio included a large concentration of properties in Arlington's Crystal City neighborhood that JBG Smith used in 2018 to land Amazon HQ2

Roth was JBG Smith's largest shareholder at the time of the REIT's IPO, owning 4.5 million shares, or 3.25% of the company, according to SEC filings. It doesn't appear that Roth has sold JBG Smith stock since the IPO. 

Friday's filing doesn't reveal which major shareholders voted against Roth, and no investors appear to have made public statements calling for him to be removed. But filings from 2020, when the shareholders approved Roth with the lowest vote total of any board member, show which shareholders voted against him then.  

Affiliates of JPMorgan Chase and State Street Corp., two of the REIT's largest institutional shareholders, voted against Roth in 2020. John Hancock Funds, SPDR Index Shares Funds, Calvert Variable Products and Goldman Sachs Trust III also voted against him last year. Vanguard and BlackRock, two other major institutional shareholders, voted for Roth last year. 

"It is not clear what, if any, will change by Mr. Roth’s resignation offer from JBGS’ board," financial analyst firm Green Street wrote in a report released Sunday, outlining the company's HQ2 win and subsequent focus on multifamily development. "The vote results and resulting shakeup at the Chairman’s seat will likely do little to change this overall strategic direction of JBGS.” 

The REIT has added one new board member since the 2020 vote. In February, it appointed Phyllis Caldwell, an independent financial services adviser, to its board. In December, the company promoted three executives to C-suite roles, including Chief Financial Officer Moina Banerjee.

JBG Smith has focused much of its attention since going public on building out Amazon HQ2 and a host of additional mixed-use development in the surrounding National Landing area, but it has remained active throughout the D.C. region.

The REIT has delivered multiple apartment buildings in D.C.'s Shaw and Capitol Riverfront neighborhoods, it delivered an office building in Bethesda where it moved its headquarters, and it filed plans last week for an 805-unit project in Northeast D.C.'s NoMa neighborhood. 

In Roth's April letter to Vornado investors, he discussed the possibility of another spinoff from Vornado's core New York City retail and office holdings, focused on the REIT's development pipeline around Manhattan's Penn Station.

Roth is the chairman of Vornado's board and serves as CEO and chairman of Alexander's Inc., another publicly traded REIT. He serves as an independent trustee for Urban Edge Properties, a REIT that was spun off of Vornado's shopping center holdings in 2015

Ethan Rothstein and Jay Rickey contributed to this report.