Gannett urges shareholders to vote 'FOR ALL' of its eight nominees
Gannett issued an open letter to shareholders urging them to vote "FOR ALL" of the company's eight independent director nominees in advance of the upcoming 2019 Annual Meeting of Shareholders scheduled to be held on May 16, 2019. The text of the letter, read in part: "Gannett's Annual Meeting on May 16, 2019 is fast approaching, and it is important that all shareholders vote as soon as possible...All three of the candidates nominated by MNG Enterprises have close ties to MNG and its majority shareholder, Alden Global Capital, that give rise to clear conflicts of interest with respect to any transaction involving MNG, as well as certain of Gannett's operations, since MNG is a competitor to both Gannett's print operations as well as its digital marketing solutions business...Given the conflicts of interest of MNG's nominees, shareholders should question whether ANY could act in the best interests of all Gannett shareholders rather than being unduly influenced by or beholden to MNG and Alden...MNG is seeking to replace three of Gannett's directors, including distinguished journalists Stephen Coll and Larry Kramer, with a hedge fund president, a real estate dealmaker and a propane company manager turned newspaper executive without any background in journalism - all of whom have a history of value destruction...Over the last three years, your board and management team have taken decisive actions to position Gannett to thrive in a digital future by building a best-in-class digital marketing solutions organization and local-to-national news network that have driven growth in digital subscribers, audience engagement and advertising and marketing services revenues. While the company's transformation strategy is ongoing, we have made significant progress...Regardless of our confidence in this plan, your board regularly evaluates our strategic options to ensure that we are best positioned to deliver value for our shareholders. We have repeatedly stated that we would engage with any party that makes a bona fide, credible proposal that appropriately values the company and is capable of being closed. MNG's proposal has never satisfied that test...Leading independent proxy advisory firms, Glass Lewis & Co. and Egan-Jones Proxy Services share our view and both recommend that Gannett shareholders vote "FOR ALL" eight of Gannett's highly experienced, independent director nominees on the WHITE proxy card...Remember, 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."