DFAN14A 1 p21-0844dfan14a.htm STRATUS PROPERTIES INC.

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

 

 

Filed by the Registrant ¨

 

Filed by a Party other than the Registrant þ

 

Check the appropriate box:

 

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
þ Soliciting Material Under Rule 14a-12

 

Stratus Properties Inc.

(Name of Registrant as Specified in Its Charter)

 

Oasis Management Company Ltd.

Seth Fischer

Ella Benson

Eugenio De La Garza Diaz

Laurier L. Dotter

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 
 

Payment of Filing Fee (check the appropriate box):

 

þ No fee required.
   
¨ Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

 

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¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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On March 1, 2021, Oasis Management Company Ltd. (“Oasis”) issued a press release (the “Press Release”) announcing the public release of an investor presentation (the “Presentation”) outlining how Oasis believes Stratus Properties Inc. (the “Company”) can meaningfully improve its performance and increase total shareholder return by developing and executing an effective strategy with improved corporate governance to create genuine accountability. A copy of the Press Release is filed herewith as Exhibit 1. The Press Release contains a link to the Presentation which is filed herewith as Exhibit 2.

The Press Release and Presentation were also posted to Oasis' website, https://www.abetterstratus.com/ (the “Website”). Copies of other materials posted to the website are filed herewith as Exhibit 3.

Information regarding the Participants (as defined in Exhibit 4) in any future solicitation of proxies regarding the Company is filed herewith as Exhibit 4

Exhibit 1

  

Oasis Releases Investor Presentation Recommending
Changes at Stratus Properties

·  Oasis presentation describes how overly tenured Board, poor corporate
governance, and failure to execute on strategy have led to
underperformance despite a booming Austin real estate market

 ·  Recommends a full portfolio review and increased asset churn to narrow

Stratus' discount to NAV

  ·  Oasis proposes new independent, diverse directors with real estate and public board experience that will hold management accountable and act in the best interests of all shareholders

 ·  Oasis intends to distribute a GOLD Proxy Card to Stratus shareholders

 ·  Full presentation at www.abetterstratus.com

March 1, 2021 08:00 AM Eastern Standard Time

Austin, Texas--(BUSINESS WIRE)--Oasis Management Company Ltd. ("Oasis") is the manager to a fund that is a significant, long-term shareholder of Stratus Properties Inc. (NASDAQ: STRS) (the "Company" or "Stratus") that beneficially owns over 13.5% of Stratus' ordinary shares.

Oasis believes that Stratus can meaningfully improve its performance and increase total shareholder return by developing and executing an effective strategy with improved corporate governance to create genuine accountability.

Today, Oasis has released an investor presentation entitled "A Better Stratus." The full presentation can be viewed on the homepage of www.abetterstratus.com.

We believe that Stratus has set a preliminary record date of March 19, 2021 for shareholders to vote at the annual meeting based on information obtained from Broadridge. We would therefore like to remind shareholders to recall any shares that may have been re-hypothecated in margin accounts.

All stakeholders are encouraged to contact Oasis at info@abetterstratus.com.

Contacts

Shareholders:

 

  1 

 

 

 

Okapi Partners LLC

Mark Harnett: 646-556-9350

Patrick J. McHugh: 212-297-0721

 

Media

Taylor Hall
media@oasiscm.com

About Oasis Management Company Ltd.

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at https://oasiscm.com.

Important Information

Oasis Management Company Ltd., Seth Fischer, Ella Benson, Laurie L. Dotter and Jaime Eugenio De la Garza Diaz (collectively, the "Participants") intend to file with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and accompanying form of GOLD proxy card to be used in connection with the solicitation of proxies from the shareholders of Stratus Properties Inc. (the "Company").

All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants when they become available, as they will contain important information, including additional information related to the Participants. The definitive proxy statement and an accompanying GOLD proxy card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/.

Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the Schedule 14A filed by the Participants with the SEC on March 1, 2021. This document will be available free of charge from the source indicated above.

Disclaimer

This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. In addition, the discussions and opinions in this press release and the material contained herein are for general information only, and are not intended to provide investment advice. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release and the material contained herein that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable.

 

 

  2 

 

 

No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Oasis disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Past performance is not indicative of future results. Oasis has neither sought nor obtained the consent from any third party to use any statements or information contained herein that have been obtained or derived from statements made or published by such third parties. Except as otherwise expressly stated herein, any such statements or information should not be viewed as indicating the support of such third parties for the views expressed herein. 

 

 
 

Exhibit 2

 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 
 

 

 

 
 

Exhibit 3

 

 

 

 

 

 
 

 

 
 

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Oasis (as defined below), together with the other Participants (as defined below), intends to file a definitive proxy statement and accompanying proxy card with the Securities and Exchange Commission (the “SEC”) to be used to solicit proxies for votes (a “Proxy Solicitation”) in connection with the solicitation of proxies from the stockholders of Stratus Properties Inc. (the “Company”) at the Company’s 2021 annual meeting of stockholders.

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR, OKAPI PARTNERS LLC BY PHONE AT (877) 566-1922 (TOLL-FREE) OR (212) 297-0720 OR BY EMAIL TO INFO@OKAPIPARTNERS.COM.

The Participants in any future Proxy Solicitation are anticipated to be: Oasis Management Company Ltd. (“Oasis”), Seth Fischer (“Mr. Fischer”), Ella Benson (“Ms. Benson”), Jaime Eugenio De La Garza Diaz (“Mr. De La Garza Diaz”) and Laurie L. Dotter (“Ms. Dotter”) (all of the foregoing collectively the “Participants”).

As of the date hereof, the Participants may be deemed to beneficially own (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934), in the aggregate, 1,125,690 shares of common stock, par value $0.01 per share of the Company (the “Common Stock”). Of the 1,125,690 shares of Common Stock beneficially owned in the aggregate by the Participants, such shares of Common Stock may be deemed to be beneficially owned as follows: (a) 1,123,065 shares of Common Stock may be deemed to be beneficially owned by Oasis, (b) 1,123,065 shares of Common Stock may be deemed to be beneficially owned by Mr. Fischer by virtue of the fact that he supervises and conducts all investment activities of Oasis and (c) 2,625 shares of Common Stock may be deemed to be beneficially owned by Ms. Benson. Oasis and Mr. Fischer expressly disclaim beneficial ownership of any shares of Common Stock beneficially owned by Ms. Benson and Ms. Benson expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by Oasis and Mr. Fischer. Mr. De La Garza Diaz and Ms. Dotter expressly disclaim beneficial ownership of any shares of Common Stock owned by Oasis and Mr. Fischer or Ms. Benson.

Each Participant disclaims beneficial ownership of the Common Stock reported above except to the extent of his or its actual pecuniary interest therein.