United States securities and exchange commission logo
March 28, 2024
Peter Tropoli
General Counsel & Corporate Secretary
Whitestone REIT
2600 S. Gessner Road, Suite 500
Houston, TX 77063-3223
Re: Whitestone REIT
PRE 14A filed March
18, 2024
File No. 001-34855
Dear Peter Tropoli:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement filed March 18, 2024
General
1. We note that your
preliminary proxy statement was filed under EDGAR tag "PRE 14A,"
as opposed to EDGAR tag
"PREC14A," the latter of which should be used for contested
solicitations. Please
keep this in mind for future reference, and please ensure that
subsequent filings are
filed under the correct EDGAR tag.
2. The proxy statement
includes conflicting references regarding whether the Company
intends to use the
"notice and access" method of delivery. Please clarify and ensure
consistency throughout
the document.
3. Pages 6 and 16 include
references to your Corporate Governance Guidelines' resignation
policy that applies
during uncontested elections. Please revise to make clear that such
policy will not apply
to this year's election given that the election is contested.
4. Please ensure that
up-to-date information is provided throughout the proxy statement. For
example, it is unclear
why December 31, 2022 is referred to in the second paragraph
Peter Tropoli
FirstName
WhitestoneLastNamePeter Tropoli
REIT
Comapany
March NameWhitestone REIT
28, 2024
March2 28, 2024 Page 2
Page
FirstName LastName
on page 66 and March 31, 2022 is referred to in the second and third
paragraphs on page
68.
5. Please provide disclosure that is fully responsive to Item 4(b) of
Schedule 14A.
6. We see the note to draft on page 70 indicating that disclosure
responsive to Item 5(b) of
Schedule 14A is forthcoming. Please ensure that all such required
disclosure is included in
your proxy statement.
7. The proxy card indicates that the meeting will be held on May 3, 2024,
at 9:00 a.m.
Central Time, despite such information being omitted everywhere else
in the proxy
statement. Please advise.
8. On the proxy card, please list the Erez nominees in alphabetical order
by last name. See
Rule 14a-19(e)(4).
9. Please include disclosure regarding the fact that information about
the Erez nominees can
be found in Erez's proxy statement, which can be accessed, without
cost, on the
Commission's website. See Item 7(f) of Schedule 14A.
10. Please disclose how the Company intends to treat proxy authority
granted in favor of the
Erez nominees if Erez abandons its solicitation or fails to comply
with Rule 14a 19.
See Item 21(c) of Schedule 14A.
Background of the Solicitation, page 10
11. Please explain who Mr. Davis and Mr. Sheikman are.
12. Regarding the paragraph that refers to March 7, 2024, please clarify
that the Erez press
release announced the nomination of its two candidates and that those
candidates were
Schanzer and Clark. Please also clarify that the Company's press
release made no mention
of Mr. Winters. Finally, please correct the subsequent paragraph to
disclose that Erez filed
a "DFAN14A" on March 7, 2024, rather than March 8, 2024,
notwithstanding the fact that
there may have been a delay in such filing appearing on the SEC's
website.
Proposal No. 2 - Advisory Vote on Executive Compensation, page 34
13. We note the following statement: "we expect that, subject to the
voting results of Proposal
No. 3, the next Say-On-Pay vote will occur at the 2029 Annual Meeting
of Shareholders."
It is unclear how Proposal No. 3 relates to Proposal No. 2, and it
appears that the next say-
on-pay vote will occur at the 2025 annual meeting, not 2029. Please
revise, or advise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to David Plattner at 202-551-8094.
Peter Tropoli
Whitestone REIT
March 28, 2024
Page 3
FirstName LastNamePeter Tropoli Sincerely,
Comapany NameWhitestone REIT
Division of Corporation Finance
March 28, 2024 Page 3 Office of Mergers and Acquisitions
FirstName LastName