PICO Reaches Deal With Central Square; Appoints Two Independent Directors

(RTTNews) - PICO Holdings Inc. (PICO) announced that it has entered into an agreement with Central Square Management LLC and affiliates, which own approximately 6.1% of PICO's outstanding shares, regarding the composition of PICO's Board of Directors.

As per the terms of the agreement, the PICO Board has appointed Andrew Cates as a Class III director and Daniel Silvers as a Class I director, effective immediately.

With the addition of Messrs. Cates and Silvers to the PICO Board, the PICO Board will be comprised of nine directors, eight of whom are non-employee directors and five of whom have been added to the PICO Board since the beginning of 2016.

PICO also agreed to nominate Mr. Cates for reelection at the 2017 Annual Meeting of Shareholders and to cause at least one Class II director not to be renominated for re-election at the 2016 Annual Meeting such that the size of the PICO Board would be reduced to eight directors immediately following the conclusion of the 2016 Annual Meeting.

Under the terms of the agreement, Central Square has agreed to vote its shares in support of, among other things, the election of PICO's slate of directors at the 2016 and 2017 annual shareholders' meetings and at any other shareholders' meetings held prior to the expiration of the standstill period provided for in the agreement and to abide by certain standstill provisions.

Central Square has also agreed to vote its shares against the calling of a special meeting of shareholders by Mr. Leder or any of his affiliates and against any proposals that Mr. Leder or any of his affiliates may seek to bring before a special meeting.

PICO has also agreed to appoint Mr. Cates to the Audit Committee and Corporate Governance and Nominating Committee of the PICO Board and Mr. Silvers to the Compensation Committee and Corporate Governance and Nominating Committee of the PICO Board.

In addition, Messrs. Cates and Silvers are each being named to a newly-formed Strategy Committee of the PICO Board that will be responsible for, among other duties, monitoring PICO's previously announced plans to return capital to shareholders as assets are monetized with such capital being returned to shareholders through stock repurchases or special dividends.