Veris Residential (VRE) Proxy filing summary

Executive summary

• A special meeting will be held for shareholders to vote on a proposed merger in which all outstanding shares will be converted into the right to receive $19.00 per share in cash, subject to certain adjustments and withholding taxes.

• The merger is structured as a two-step transaction: the company will merge into a subsidiary of the acquirer, and a partnership subsidiary will merge into the company’s operating partnership.

• The board of directors unanimously approved the merger agreement and recommends shareholders vote in favor of the merger and related proposals.

• The merger consideration represents a premium of approximately 23% to the unaffected share price and 27.5% to the 30-day volume weighted average price prior to announcement.

• If approved, the company will cease to be publicly traded, and shares will be delisted from the NYSE.

Voting matters and shareholder proposals

• Shareholders will vote on three proposals: (1) approval of the merger and related transactions, (2) a non-binding advisory vote on compensation for named executive officers related to the merger, and (3) adjournment of the meeting if necessary to solicit additional proxies.

• Approval of the merger requires a majority of all votes entitled to be cast; abstentions and failures to vote will have the same effect as a vote against the merger.

• A supporting stockholder holding 5.6% of shares has agreed to vote in favor of the merger and against competing proposals.

Board of directors and corporate governance

• The board established a Strategic Review Committee in 2020 to evaluate strategic alternatives and maximize shareholder value.

• The board, after a comprehensive review and market check with 21 potential buyers, determined the merger consideration was the highest and most certain offer.

• The board’s recommendation is based on fairness opinions from J.P. Morgan and Morgan Stanley, both of which concluded the merger consideration is fair from a financial point of view.