Whitestone REIT (WSR) Proxy Filing summary

Executive summary

• A significant shareholder and former CEO is soliciting proxies to replace the entire board with six new nominees, citing prolonged share price underperformance, valuation discount, and ineffective oversight.

• The dissident slate aims to unlock value by pursuing a sale of the company or its real estate assets, leveraging their collective real estate and capital markets experience.

• The solicitation is being conducted via a GOLD universal proxy card, with detailed voting instructions for both record and beneficial owners.

• The proxy contest is being managed by Okapi Partners, with expenses borne by Pillarstone Capital REIT, and reimbursement from the company may be sought.

Voting matters and shareholder proposals

• Shareholders are asked to elect six trustee nominees, approve (advisory) executive compensation, and ratify the appointment of the independent auditor.

• The dissident group recommends voting FOR their nominees, AGAINST executive compensation, and makes no recommendation on auditor ratification.

• Shareholders may vote for any combination of up to six nominees from either slate using the universal proxy card.

• Shareholder proposal and nomination deadlines for the 2027 meeting are governed by the company’s bylaws and SEC rules.

Board of directors and corporate governance

• The dissident slate includes Chad D. Champion, Dennis H. Chookaszian, Jerry L. Falwell, Jr., John A. Good, Kathy M. Jassem, and Stewart Morris, Jr., each with significant real estate, governance, or financial experience.

• Nominees have no material adverse interests, compensation arrangements, or family relationships with the company or its affiliates.

• The dissident group asserts the current board lacks sufficient real estate transaction experience to maximize shareholder value.