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Updated: NYTCo Settles Proxy Fight With Harbinger; Board To Expand; Activists Get Two Seats

By Joseph Weisenthal - Mon 17 Mar 2008 09:18 AM PST

The New York Times (NYSE: NYT) company has settled its proxy fight with activist investors Harbinger and Firebrand, and it looks like a straight up compromise: The company will expand the size of the board from 13 to 15, with those extra two seats filled by investor reps Scott Galloway (Firebrand) and James Kohlberg. The other nominees that had been proposed by the activists, Gregory Shove and Allen L. Morgan will not be running for election. Representing the company will be existing board members Thomas Middelhof and Doreen A. Toben, along with William A. Kenard who will stand for election from the Class B shareholders. Also on the ballot will be new outsider Robert Denham, whose name was added in February. [Left off the list: Drugstore.com CEO Dawn Lepore, who was also added in February and whose digital experience was seen as a counter to the activists’ demands, wasn’t in the announcement but is still being nominated; she will be voted on by Class B shareholders.] Harbinger and Firebrand have agreed to vote their shares in favor of the full list of nominees. Release.

There’s little else in the announcement other than the basic outline of the agreement and the obligatory anodyne statements from the two sides. Harbinger’s Phillip A. Falcone: “Our nominees look forward to working with the other directors and management to build and deliver value for all shareholders.” Chairman Arthur Sulzberger Jr.: “We are pleased to have reached an agreement with Harbinger and Firebrand. Both the Board and management welcome the perspectives and insights of our proposed new directors.”

-- The settlement comes just under two months after the original January 25 announcement that the investors were accumulating shares and looking for board representation. Shares of the company, which had been trading moderately down on the news, spiked up on the announcement, and are currently up about 1 percent. Altogether, shares of NYTCo are up about 27 percent since the investors announced their actions. A showdown had been set for the company’s April 22 annual meeting, which is now likely to be a routine affair.

-- With the NYTCo action out of the way, the attention now turns to Media General (NYSE: MEG), which is also under pressure from Harbinger. Officially, the next moves on that front should come April 1, when representatives from MEG and Harbinger will meet on neutral territory hosted by Mario Gabelli. They could always come to some sort of back room deal before then, and today’s news does suggest that Harbinger is open to compromise.

Update: Harbinger has filed an amended 13D statement with the SEC, basically adding the basics of today’s announcement. The firm says it has agreed not to take any new actions during a “Restricted Period” that starts today, and ends at some point in 2009, or if the issue (NYTCo) breaches its commitments. Also: “The Agreement also provides that one HCP Investor Nominee must resign from the Board if, during the Restricted Period, the HCP Investors and their affiliates fail to collectively beneficially own at least 40% of the number of shares of the Issuer they beneficially owned as of the record date for the 2008 Annual Meeting.”

-- As far as the cost of expanding the board, a chart from NYTCo’s preliminary proxy filing indicates that each non-employee directors earned between $87,000 and $133,000 for their duties in 2007. The base pay for company directors is $45,000.

Disclosure: NYTCo unit About.com is the venue sponsor of our upcoming EconHealth conference.

Posted in: Companies, NYT, Media, Newspapers, Money

Tags: harbinger

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1 Response:
  • From stone Mon 17 Mar 2008 12:16 PM

    Why should Dawn Lepore be on the NYT’s board? What precisely has she accomplished aside from taking the stock from $4/share to $2/share?

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