SEC Urged to Investigate Douglas Emmett Inc.’s Failure to Disclose Key Director Information

Audit Chair Thomas E. O’Hern’s Conflict of Interest Questioned

WASHINGTON–(BUSINESS WIRE)–The International Union of Operating Engineers (IUOE) today released a
letter to the US Securities and Exchange Commission requesting the
federal agency launch an investigation into Douglas Emmett Inc.’s
(NYSE:DEI) failure to disclose required information about one of its
“independent” directors, Thomas E. O’Hern.

IUOE Special Projects Director Rick Rehberg, in a letter to SEC Director
of Corporate Finance William Hinman, noted that the past ten Proxy
Statements filed by Douglas Emmett have failed to disclose that Mr.
O’Hern’s employer, The Macerich Company (NYSE:MAC), is a tenant of
Douglas Emmett, involving 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. One month later, Douglas Emmett filed a Proxy that “again
fails to disclose the tenant relationship in Mr. O’Hern’s biography
and/or as a related party transaction, and further fails to disclose the
litigation 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 re-elect Mr. O’Hern as a
director.”

“This undisclosed relationship has now 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 while the parties are adversaries in litigation.”

The full text of the letter to the Securities and Exchange Commission,
documents from the Macerich v. Douglas Emmett litigation, and other
relevant information can be found online at www.de-tenants.org.

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.

Contacts

The International Union of Operating Engineers (IUOE)
Rick
Rehberg, 202-778-2658
[email protected]