Egan-Jones Recommends Tegna Nominees

All three proxy advisory firms recommend against the election of Soohyung Kim to the Tegna board.

Independent proxy advisory firm Egan-Jones Proxy Services today recommended that Tegna shareholders vote “for all” 12 of Tegna’s director nominees at Tegna’s 2020 annual meeting of shareholders, and to reject all of Standard General’s nominees.

Egan-Jones’ recommendation today follows Glass Lewis & Co.’s recommendation for all Tegna director nominees and Institutional Shareholder Services Inc.’s recommendation to withhold on Standard General nominees Soohyung Kim and two others.

Egan-Jones writes:

“After evaluating the tenets of Tegna and Standard General, we determined that voting for the management’s slate is advisable, substantively and procedurally fair to, and in the best interests of Company and its shareholders…In our view, Tegna is in the right track of effectively executing strategies as a pure-play company, which translated to an improved financial and operational performance, and positive shareholder returns versus its peers.

“As opposed to what we believe to be Standard General’s false and misleading claims, we strongly believe that Tegna has adequately carried out its M&A transactions by acquiring assets that rendered accretive outcome and value creation.

“We believe that Tegna’s board has the right mix of skills, qualifications and expertise to lead the company to continued growth and trajectory of success. Moreover, we commend the company’s refreshed board with diverse members, which we believe will deliver substantial contribution to the company wherein innovation and advancement are paramount to its progress.


“Also, given the remarkable performance of the company, we do not recommend Standard General’s slate, as doing so could disrupt the momentum Tegna currently has. Unlike the management’s slate, we believe that Standard General’s nominees lack industry experience and a proven track record.

“In addition, we are concerned with the possible conflicts of interest at other companies where Standard General nominees serve. As such, electing the dissident shareholders’ slate could pose serious harm to the well-being of the company especially in this time of global pandemic.”

Howard Elias, Tegna chairman of the board, said: “Egan-Jones’ recommendation to support all of Tegna’s highly qualified directors is further recognition of the performance of our board and its strong shareholder orientation. It also underscores our deep concerns about Mr. Kim and the risks he and his nominees pose to Tegna shareholders if elected to the board.”

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