United States of America

Shareholder ire at Tribune board is well earned

Tribune Publishing, to be renamed “tronc” on June 20, reported in a filing on June 6 that the majority of shareholders elected its slate of eight directors at the annual meeting held on June 2. However, more than 40 percent of shareholders withheld their votes from every director. Excluding the shares associated with Chairman Michael Ferro and other directors, who hold over 17 percent of Tribune stock, no director received more than 50 percent affirmative support, according to Breakingviews calculations. Rival newspaper chain Gannett, which has offered to buy Tribune for $15 per share in cash representing a deal worth $864 million, campaigned for investors to withhold support for the company’s director nominees after Tribune rejected the approach. Shareholder Oaktree Capital Management on June 3 reiterated its call for the formation of a special board committee to consider the offer and engage constructively with Gannett, in the hope of securing a higher price. In a letter to the Tribune board, Oaktree continued: “Lest there be any doubt, however, we would sell our shares at $15 per share – and believe that all shareholders should be afforded the opportunity to do so – if the only alternative is to rely on your continued leadership of the company.”