Gannett urges shareholders to vote for independent director nominees
Gannett mailed a letter to shareholders in connection with the company's 2019 Annual Meeting. The letter read in part, "Your board of directors and management team are confident that Gannett has significant value creation potential in continuing to execute the company's digital transformation and USA TODAY NETWORK strategy. We are making meaningful progress as we continue to deliver on our strategic initiatives, and thanks to these efforts, Gannett is well positioned to grow the company and our valuable assets to the benefit of Gannett shareholders and the communities we serve. MNG Enterprises, also known as Digital First Media, a competing news media company majority-owned by the New York based hedge fund Alden Global Capital, is attempting to derail our progress and take control of Gannett. First, it demanded that Gannett sell itself to MNG and - when your board unanimously rejected MNG's unsolicited proposal, determining that it undervalued Gannett and was not credible - MNG nominated a control slate of candidates, all of whom are closely affiliated with MNG and/or Alden, to stand for election to the Gannett board...All eight of your board's nominees are highly qualified and independent - and committed to acting in your best interests. They have broad and diverse experience and expertise in areas that are critical to Gannett's operations and digital transformation, including in finance, business development and strategic planning, mergers and acquisitions, digital media, journalism, marketing and advertising, technology and human resources...In contrast to Gannett's eight independent nominees, all of MNG's nominees have irreconcilable conflicts of interest given their close affiliations with MNG and/or Alden - and in some cases their fiduciary duties to MNG and Alden...Considering the irreconcilable conflicts of interest of MNG's candidates, Gannett believes electing them to the board would essentially transfer control of the board to MNG and Alden - with no control premium - enabling MNG to advance any agenda it wants at Gannett shareholders' expense...We believe the choice is clear. A vote "FOR ALL" of Gannett's nominees on the WHITE proxy card is a vote FOR a board: Composed of entirely independent directors, who are not beholden to or influenced by ANY outside entity. With broad and deep experience and skills in areas that are critical to Gannett's ongoing business transformation. Committed to realizing Gannett's potential and maximizing the value of the company's assets for the benefit of all shareholders."