Sunrise Senior Living investor asks all shareholders to attend meeting

By Angela McDaniels

Seattle, Oct. 9 - The SEIU Master Trust is urging all shareholders of Sunrise Senior Living, Inc. to attend the company's shareholder meeting being held at 9 a.m. ET on Oct. 16 in McLean, Va.

In a news release, the trust recommended that shareholders vote for the trust's declassification proposal, vote for the Amalgamated Bank proposal on executive compensation "clawback," withhold votes on incumbent director Craig Callen and vote for newly appointed director Lynn Krominga.

"The need to hold Sunrise directors accountable is evident," SEIU Master Trust executive director Stephen Abrecht said in a letter to shareholders included in the release.

"Under their watch, Sunrise has disclosed numerous accounting errors; material weaknesses in internal controls; a financial review resulting in a reduction in net income of at least $120 million over the years 1999 to 2005; a formal [Securities and Exchange Commission] investigation into insider stock sales, timing of stock option grants, and matters relating to Sunrise's historical accounting practices; and an [Internal Revenue Service] audit."

The trust noted that shareholders must attend the meeting in person or by proxy agent in order to vote. Sunrise is not soliciting proxies for the meeting because of SEC rules for companies that have not filed audited financial statements, according to the letter.

The meeting follows two shareholder lawsuits against Sunrise. The first, by Millennium Partners, demanded a shareholder meeting as required by Delaware law.

According to the trust, the company settled that litigation by agreeing to hold a meeting but with only one agenda item: the election of three board-nominated directors, including two incumbents, Callen and Paul Klaassen, and one newly appointed director, Krominga, whom the board appointed at the suggestion of Millennium Partners.

The second lawsuit, filed by Grant & Eisenhofer, PA, on behalf of the SEIU Master Trust, demanded that the meeting be held according to the company's bylaws, which allow shareholders to submit board nominations and resolutions.

The Master Trust said it submitted a resolution in December 2006 for consideration at the next annual meeting.

"In settling the first lawsuit, the company appeared to willfully ignore that properly submitted resolution. Only after the Master Trust filed its lawsuit did Sunrise agree to have the Master Trust resolution, and any other properly submitted resolutions, considered at the meeting," the trust said in the release.

Sunrise Senior Living is a McLean, Va.-based provider of senior living services.

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