Douglas Emmett Tenants
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IUOE Urges Vote “AGAINST” Douglas Emmett Director Thomas O’Hern

Conflict of Interest Identified for Audit Chair

Posted: April 26th, 2018

Washington, DC: The International Union of Operating Engineers (IUOE) today is calling on shareholders of Douglas Emmett, Inc. (NYSE: DEI), a Los Angeles County-based Real Estate Investment Trust, to vote AGAINST the nomination of “independent” board member Thomas O’Hern, due to a notable undisclosed conflict of interest.

The IUOE is also calling on Douglas Emmett to refile its Proxy Statement due to the company’s continued failure to disclose required information about Mr. O’Hern.

IUOE Special Projects Director Rick Rehberg, in a letter to Douglas Emmett shareholders, noted that the past eleven Proxy Statements filed by Douglas Emmett have failed to disclose that Mr. O’Hern’s employer, The Macerich Company (NYSE: MAC), is a major tenant of Douglas Emmett, with a multi-million dollar lease.

Mr. O’Hern, Senior Executive Vice President, Chief Financial Officer and Treasurer of Macerich, is also Chair of Douglas Emmett’s Audit Committee.

Further complicating matters, on March 10, 2017, Macerich sued Douglas Emmett in Los Angeles County in a dispute over a five-year lease extension. The lawsuit was settled and dismissed under undisclosed terms on April 6, 2018. Ten days later, Douglas Emmett filed its Proxy that “again failed to disclose the tenant relationship in Mr. O’Hern’s biography and/or as a related party transaction, and further failed to disclose the terms of the settlement between Douglas Emmett and Macerich,” according to the letter.

“Douglas Emmett shareholders have been deprived of relevant information about the full nature of the relationship between Douglas Emmett and Macerich before they have cast their votes to reelect Mr. O’Hern as a director and as Audit Committee Chair.”

“This undisclosed relationship has created a clear conflict of interest for Mr. O’Hern,” the letter continues. “He cannot effectively represent the interests of shareholders of both Douglas Emmett and Macerich. Indeed, Douglas Emmett’s own 2018 Employee Manual clearly defines a ‘Conflict of Interest’ as ‘work simultaneously for one of our competitors, tenants or suppliers, even as a consultant or board member.’”

The full text of the shareholder letter, documents from the Macerich v. Douglas Emmett litigation, and other relevant information can be found online at IUOE affiliate, Local 501, currently has a labor dispute with Douglas Emmett.



The International Union of Operating Engineers (IUOE) represents 400,000 working men and women across the United States and Canada. Members of the IUOE are primarily operating engineers, who work as heavy equipment and crane operators, mechanics, and surveyors in the construction industry, and stationary engineers, who work in operations and maintenance in building and industrial complexes, as well as a number of job classifications in the petrochemical industry.