Dave Lougee, president and CEO, said: “We are pleased that our shareholders recognize the successful execution of our value-creation strategy, which is delivering record results.”
The station group’s largest active shareholder is demanding Tegna open its books for an investigation into charges of bias and discrimination. The station group, meanwhile, says the allegations against it are “distorted.”
Standard General, the largest active shareholder of Tegna, is questioning the station group’s handling of an investigation into a 2014 incident where CEO Dave Lougee mistook a Black executive for a valet.
After Tegna rejected its proposed board members, minority owner Standard General, one of the company’s largest shareholders, is soliciting proxies for the Tegna annual shareholders meeting so it can seat those candidates anyway. That is according to an SEC filing Wednesday, March 17, in which Standard General said it is seeking to place three board members to help diversify the board, and cited the withdrawal of their fourth candidate, former FCC official and top ad association executive Adonis Hoffman, as a reason for needing to add that diversity.
Tegna CEO Dave Lougee’s apology to former board nominee Adonis Hoffman over a racially charged incident has been accepted, but Hoffman is amping up criticism of the company’s response. The back-and-forth is occurring against the backdrop of a proxy battle for Tegna. The company has rebuffed acquisition overtures despite the preferences of some of its privately held investors. One stakeholder — Soo Kim’s hedge fund Standard General — is calling for a shakeup of the board and had initially nominated Hoffman for a seat.
The defeat of a proposal by Standard General’s Soo Kim is a victory for Tegna Chairman Howard Elias and CEO David Lougee and followed announcement of a 7 cents a share dividend to shareholders earlier this morning.
Soo Kim’s ill-timed persistence for seats on Tegna’s board has been undermined by statements from three influential proxy advisers. And that’s a good thing. Current management led by CEO David Lougee may have its faults, but it beats Kim, whose goal is to merge or sell the company out of existence.
All three proxy advisory firms recommend against the election of Soohyung Kim to the Tegna board.
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.
Proxy adviser Institutional Shareholder Services said on Friday that Tegna shareholders should elect one of hedge fund Standard General’s director nominees to the broadcast company’s board. ISS backed Colleen Brown, saying that her “direct experience with local stations would appear to be additive to the board.” ISS recommended that shareholders not vote for three other dissident nominees, including Soohyung Kim, the hedge fund’s founder, who has been pushing the company to consider selling itself.
The company seeks to correct “Standard General’s many errors and false and misleading statements” while detailing Tegna’s “strong performance, experienced board, and focus on shareholder value.”
Activist investor Standard General on Friday said it has increased its stake in Tegna to 12%, a 20% increase. Standard General, which is mounting a proxy fight to get a slate of four directors added to Tegna’s board, said that it believes that it is now the largest shareholder in the broadcaster.
Tegna branded the sale of 5 million shares in the broadcaster by activist investor Standard General as something that should be “troubling” to stockholders being asked to put Standard General nominees on the Tegna board.
The TV group says two of the four unsolicited acquisition proposals have been withdrawn in the wake of the coronavirus pandemic and the other two parties have not signed confidentiality agreements to enable due diligence and have not delivered any information on financing sources.
A large shareholder of broadcaster Tegna, fund managers Standard General, has proposed an alternative slate of five new directors to counter what it calls “a continuing pattern of passivity” in financial performance, and to ensure the board considers multiple acquisitions offers.
The company today appointed Karen Grimes to its board as a new independent director and also declared a dividend of 7 cents per share, payable on April 1 to stockholders of record as of the close of business on March 6. It rejected “the four Standard General nominees to Tegna’s board.”
Standard General LP, the hedge fund that once sold a collection of newspapers to Warren Buffett, is back in the media business with a stake in TV broadcaster Tegna Inc. and is on the hunt for a deal.