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4/27/2020

Standard General Urges Fellow Shareholders to Vote to Revitalize TEGNA's Entrenched Board

PRNewswire (04/27/20)

standard general l.p., the largest equity holder of tegna inc. (tgna) on april 27 urged its fellow shareholders to vote for meaningful change, fresh perspectives, and diversity on tegna's board of directors at the april 30 annual general meeting. standard general has a stake of almost 12% of tegna's shares. in a letter to shareholders, standard general said, "there are significant issues at tegna that, time and again, the board has failed to address: sustained underperformance, strategic missteps, and deficient corporate governance and management oversight. meaningful change is needed to revitalize the board, and can be achieved with the election of our four diverse, independent, and exceptionally well-qualified nominees, who have the right background and experience to bring fresh perspectives and effective management oversight to tegna and ensure the company performs for shareholders." standard general wants new directors with broadcast industry experience, and pointed out that iss supports change on the tegna board. iss previously noted, "the key change that appears necessary is confirming the board's openness to negotiating with potential bidders. as such, votes are warranted on the white card for dissident nominee colleen brown, who seems well suited to provide such oversight and contribute her experience with local broadcasting." standard general is seeking to replace howard elias, scott mccune, bruce nolop, and neal shapiro, because, "they are not the right directors for the current era of volatility and market uncertainty. none of them have the crucial operating experience in local affiliate broadcasting needed to effectively oversee management, and they all have allowed for a massive destruction of shareholder value." standard general's nominees—colleen brown, ellen mcclain haime, soo kim, and deborah mcdermott—have a history of delivering profitable returns in similarly situated local affiliate broadcasting companies. their independence, diversity, and deep experience is needed now more than ever to help achieve profitable returns for shareholders."

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4/27/2020

'One of the Most Ridiculous Deals That I've Ever Seen': Carl Icahn Blasted Occidental Petroleum's $10 Billion Financing From Warren Buffett Again

Business Insider (04/27/20) Mohamed, Theron

免费计划软件 carl icahn has again criticized occidental petroleum's (oxy) agreement with warren buffett after the oil refiner paid its dividend to berkshire hathaway (brk) using shares this month. icahn told bloomberg television host erik schatzker in an interview that "it was one of the most ridiculous deals that i've ever seen." occidental ceo vicki hollub obtained $10 billion from berkshire hathaway last year to help fund a $37 billion takeover of anadarko petroleum (apc), in return for $10 billion in preferred stock paying an 8% dividend, and about $1.2 billion in warrants to buy occidental shares at a discount in the future. "the buffett deal was like taking candy from a baby and amazingly she even thanked him publicly for it," icahn stated. icahn pressured occidental to agree in march to appoint three new independent directors to its board, establish an oversight committee, and fortify its governance. he also made a vote of confidence in occidental. "those days are over, we are now on the board, we're working together," icahn told schatzker. yet he acknowledged that occidental and other oil refiners have "so many hurdles coming up in the short term." the coronavirus pandemic continues to slam demand for oil, and producers have been slow to responsively reduce output, causing crude prices to plummet precipitously.

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4/26/2020

Tegna Investor Hits Back at Glass Lewis Report Amid Proxy Fight

Bloomberg (04/26/20) Deveau, Scott

last week shareholder advisory firm glass lewis & co. recommended that tegna inc. (tgna) investors support management's slate of directors over the four candidates nominated by standard general lp. in a letter released saturday, standard general, which owns a 12% stake in tegna, takes issue with several findings in the glass lewis report. its primary accusations are that the advisory firm relied on unsubstantiated or non-public information to inform its decision to support the election of all 12 of management's nominees for the board. it also argued that the advisory firm seemingly adopted two new policies that suggest shareholders do not make good board members when it stated that it was "increasingly reluctant" to recommend direct representatives of dissident shareholders. standard general argued the second new policy is that long-serving directors at underperforming companies should be protected from change. the letter is believed to be the first time glass lewis has used its recently implemented changes to how it handles feedback from parties in contested situations. the new program, which allows for either side in a proxy fight to submit their concerns about the advisory firm's report within seven days, is meant to give the subjects of its reports the final say on shareholder matters. the tegna fight is set be resolved in a virtual meeting slated for april 30.

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4/24/2020

Tegna Contest Becomes First All-Virtual Board Fight

Bloomberg Quint (04/24/20) Deveau, Scott

tegna inc. (tgna) remains locked in a proxy battle with standard general lp, its largest shareholder with a 12% stake. standard general is seeking four board seats. this could be the first significant proxy fight settled at a virtual meeting due to the coronavirus. other companies under pressure from investors also could be forced to settle matters virtually, including usa technologies inc. (usat), commvault systems inc. (cvlt), merit medical systems inc. (mmsi), hc2 holdings inc. (hchc), mednax inc. (md), and gcp applied technologies inc. (gcp). a major issue for both sides is that broadridge financial solutions inc. (br), which prepares, ships, and counts most of the proxies for u.s. companies, lacks a platform to allow for voting at a virtual meeting in a contested situation. according to a broadridge representative, "we have been asked to provide a solution for 'contests' that provides online meeting attendance. every shareholder who is entitled to vote will be able to vote and broadridge's reporting of the votes we process is subject to extensive audit and third-party review." concerns also are being raised about whether investors will be able to adequately participate in the tegna meeting with the technology in place, people familiar with the matter said. "no one ever anticipated we'd ever have to do this," said bob marese, president at mackenzie partners inc., a new york-based proxy solicitor. "faulting broadridge for not anticipating this would be like faulting new york state for not having enough ventilators." at tegna, the sources say advisers are reaching out to investors to ensure they are voting by phone or over the internet well in advance of the meeting. meanwhile, how things will proceed if the vote is too close to call also remains unclear.

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4/23/2020

Egan-Jones Recommends for All 12 TEGNA Director Nominees

Business Wire (04/23/20)

免费计划软件 egan-jones proxy services has 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. "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 [the] 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," egan-jones wrote. "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." glass lewis & co. has recommended voting for all tegna director nominees and institutional shareholder services inc. has recommended to withhold on soohyung kim and two other standard general nominees.

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4/24/2020

SEC Rule Changes Will Hobble ESG Investors

Barron's (04/24/20) Tulay, Mark

in november 2019, the securities and exchange commission (sec) announced its intention to "modernize" the rules that govern the process for shareholder proposals to be included in a proxy statement. this introduces a series of unknowns for proponents of maintaining the current shareholder resolution process. shareholder resolutions have become an increasingly popular and effective method to focus on a company’s environmental, social, and governance (esg) performance. according to the sustainable investments institute, 4,372 resolutions were filed between 2010 and 2019, and 43% of the resolutions that went to a vote in 2019 garnered at least 30% support or more. the proposed sec rule changes would raise proposal resubmission thresholds from 3%, 6%, and 10% for those voted on once, twice, or three or more times respectively to 5%, 15%, and 25%. proposals that have been voted on three or more times in the last five years would be excluded. pooling of shares to meet minimal filing thresholds would also be eliminated, and the bar would be raised on the proposal submission eligibility requirements to favor large and long-term investors. proponents of maintaining shareholder access, including the interfaith center on corporate responsibility and investor network ceres, say these shareholder resolutions are an important tool for small investors to influence business practices. back-testing by the sustainable investments institute contends that under the new rules, 30% of the 614 proposals that went to vote between 2010 and 2019 would not have been eligible for resubmission. the proposed changes could even erode shareholder value, as many mutual funds and asset managers are considering how esg issues bear directly on financial performance.

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