Grubb & Ellis asks shareholders to reject dissident slate on Dec. 3

By Lisa Kerner

Charlotte, N.C., Nov. 19 - The board of directors of Grubb & Ellis Co. urged the company's stockholders to re-elect the incumbent directors at the 2008 annual meeting on Dec. 3.

Shareholders were asked to vote for Harold H. Greene, Devin I. Murphy and D. Fleet Wallace and to reject the slate put forth by former director and chairman of the board Anthony Thompson.

Thompson resigned from the Grubb & Ellis board shortly after the company merged with NN Realty Advisors and he then started Thompson National Properties, according to a Nov. 18 letter to shareholders from the board.

Grubb & Ellis said it believes Thompson ultimately wants to control Grubb & Ellis, install Stuart Tanz as chief executive officer and cause the company to buy or absorb Thompson National Properties.

The board rejected Thompson's earlier request to be reappointed four months after he resigned.

In October, Thompson nominated himself; Tanz, a former candidate for the company's CEO position; and company co-founder Harold A. Ellis Jr. for election to the board.

In a Nov. 19 letter to shareholders, Thompson, Tanz and Ellis said they have "watched in dismay" over the past nine months as the company has in their view "lost its way."

The letter was included in a schedule 13D/A filed with the Securities and Exchange Commission.

Thompson said the proxy battle is "driven by the core belief that Grubb & Ellis can still flourish, but only with the election of directors who can bring fresh, forward-looking ideas to the board and effectively supervise management."

Some changes suggested by the dissident slate include:

• Expand the company's real estate consulting, appraisal and valuation services;

• Declassify the board of directors; and

• Reform executive and director compensation.

It was previously reported that Thompson said he intends to propose amendments to the company's bylaws at the annual meeting.

The bylaw reforms would prevent the board from delaying the annual meeting or adjourning any stockholder meeting without stockholder approval if a quorum is present.

Thompson has a 13.3% stake in the Chicago-based real estate services and investment management firm.

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