Three members--William P. Dickey, Norman Perlmutter and Robert D. Perlmutter--resigned from the Board last month, but the two new members are not serving as replacements. Amster and Kanner's election is a result of Prime Retail's Articles of Incorporation. It states that when "dividends payable on the Preferred Stock shall be in arrears for six or more consecutive quarterly periods, then the holders of Preferred Stock, voting together as a single class, shall be entitled…to elect two additional directors to the Company's Board of Directors."
In a statement following the November resignations, company President and CEO Glenn D. Reschke says the departures and the election of two new Board directors "will leave our Board with eight members, which is an appropriate size for our Company today."
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