Carl E. Berg Releases Shareholder Objection To Change Of Control Agreements To The Board Of Directors Of Stratus Properties Inc.

Jan 19, 2016, 07:00 ET from Carl E. Berg

CUPERTINO, Calif., Jan. 19, 2016 /PRNewswire/ -- Carl E. Berg, who is the largest shareholder (17.6%) of Stratus Properties Inc. (STRS: Nasdaq), today announced that he has sent to each member of the Board of Directors of Stratus a letter regarding the Change of Control Agreements between Stratus and Mr. William H. Armstrong III, Stratus' CEO, and Ms. Erin D. Pickens, Stratus' CFO.  Those Change of Control Agreements contain golden parachute arrangements and expire on March 31, 2016.  In his letter to the Board, Mr. Berg urged each director, if casting a vote on renewing those agreements for Mr. Armstrong and Ms. Pickens, to take into consideration whether granting a rich golden parachute or any golden parachute to those individuals would be in the best interests of all Stratus stockholders or a waste of corporate assets.  Mr. Armstrong is a member of the Class III directors whose term expires at the 2016 Annual Meeting of Stockholders to be held in May, and thus may be displaced by the vote of the Stratus stockholders at that meeting.

Regarding his letter to the Stratus directors, Mr. Berg said: "The Stratus directors' fiduciary duties impose high standards of conduct that the directors will need to meet if asked to approve new golden parachutes for Mr. Armstrong and Ms. Pickens.  Unfortunately, the Stratus stockholders have not had a golden parachute of their own.  As a result, I intend to continue reminding the directors of their fiduciary duties and urging them to meet the high standards of conduct to which they are held if they are called on to approve new or renew the current golden parachutes for Mr. Armstrong and Ms. Pickens.  Those directors will have to decide whether approving those golden parachutes and the further burden those arrangements would impose on the Stratus stockholders' assets, particularly in the event of the sale of Stratus, would truly be in the best interest of all Stratus stockholders or would be a waste of the stockholders' assets."

As previously announced, Mr. Berg sent Stratus a written notice to nominate Mr. David M. Dean and Mr. Michael Knapp for election as directors of Stratus at the 2016 Annual Meeting of Stockholders.  Mr. Berg, Mr. Dean and Mr. Knapp have filed a Schedule 13D with the Securities and Exchange Commission to report such nomination, as Mr. Berg, Mr. Dean and Mr. Knapp may now be deemed under the federal securities law to constitute a group. Such Schedule 13D is available on the SEC's website at:

Stratus is a real estate company engaged primarily in the development, management, operation and sale of commercial, hotel, entertainment, and multi- and single-family residential real estate properties located in Texas, primarily in the Austin, Texas area. 

Mr. Berg is a real estate investor and venture capitalist and was the Chief Executive Officer of Mission West Properties, a real estate investment trust, from 1997 through December 22, 2012, when that company was sold to DivcoWest, a privately owned real estate investment company.  He believes he has been Stratus' largest shareholder for almost the last 15 years.

Carl E. Berg
10050 Bandley Drive
Cupertino, California 95014
(408) 725-0700


SOURCE Carl E. Berg