Advisory Firm Recommends Tegna’s Nominees

Proxy adviser Glass Lewis & Co. says: “We believe Tegna shareholders would be best served at this time by voting to elect all of the company's director nominees,” rejecting the move by Standard General to add four directors to the company’s 12-member board.

Tegna today reported the recommendation by Glass Lewis & Co., an independent proxy advisory firm, for Tegna shareholders to vote “for all” 12 of Tegna’s director nominees at Tegna’s annual shareholders meeting on April 30, and rejected all four of hedge fund Standard General’s competing nominees.

Glass Lewis writes:

“Glass Lewis is of the opinion that shareholders should support the election of all of the company’s directors at this time. Despite Standard General’s bleak portrayal of Tegna’s past performance and its alleged lack of strategic and operational prowess under the oversight and direction of the current board and management team, we believe the company more convincingly demonstrates, and our own analyses generally confirm, that Tegna’s performance since becoming a pure-play company has been strong relative to relevant peer benchmarks and shows signs of improvement despite a challenging and evolving environment. The results achieved to date under Tegna’s plan and the acquisition interest the company attracted earlier this year should be enough evidence for investors to conclude that current leadership has Tegna pointed in the right direction, in our view.”

“Given what we found to be several unverifiable or flatly false allegations levied by the Dissident with respect to the company’s performance and strategic plan, as well as a lack of specific ideas to better optimize Tegna’s performance going forward, together with Standard General’s own track record of pushing for ‘transformative’ M&A in the industry … we believe the extensive board changes that Standard General seeks are unwarranted and that Tegna shareholders would be better served by voting for the entire board slate proposed by the company.”

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Howard Elias, Tegna chairman of the board, said: “Glass Lewis’ recommendation for shareholders to support Tegna’s highly qualified directors is a clear recognition of the strength and performance of our existing board and its excellent track record of value creation. Further, the Glass Lewis report affirms our deep concerns with Standard General’s nominees and the risks they pose to Tegna’s shareholders if elected to our board. This underscores the importance of Tegna shareholders voting for all of the Tegna nominees so we can continue to execute our proven strategy to create shareholder value and best serve the interests of all Tegna shareholders.”

In its recommendation, Glass Lewis also noted:

BRAND CONNECTIONS

“In light of the factors discussed above and detailed in the pages of proxy solicitation materials circulated by both sides, we believe Tegna has presented a more convincing case that it has delivered shareholder returns and generated operational performance that is generally in line with or better than that of peers since the company’s transformation into a pure-play company in 2017. We believe the board has demonstrated effective and engaged oversight as management has sought to implement a plan and strategy based on superior operational performance, strategic and accretive M&A and an openness to consider all opportunities to maximize value. We believe Tegna shareholders have reason to place their confidence in this plan and the company’s current leadership based on the results delivered to date.

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“Furthermore, we consider the Tegna board is well qualified, engaged and comprised of individuals who provide a diverse collection of experiences, backgrounds and perspectives across various industries, including media and broadcasting, as well as a range of disciplines including M&A execution and integration, technology, operational management and leadership. We also are encouraged by the board’s active and ongoing refreshment process, which has led to the addition of six new independent directors over the past five years, including four since Tegna underwent its business transformation in 2017.

“Therefore, we believe Tegna shareholders would be best served at this time by voting to elect all of the company’s director nominees.”


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