Updated: NYTCo Urges Shareholders To Disregard Harbinger’s Board Nominees; Stake Now At 15.6 Percent
By Joseph Weisenthal - Thu 21 Feb 2008 02:40 PM PST
No shocker here… NYTCo (NYSE: NYT), faced with an aggressive group of activist shareholders looking to add members to its board, is urging its shareholders reject the proposed slate.
From the filing: “Please note that Harbinger Capital Partners NY, LLC and certain of its affiliates have notified us that they intend to solicit proxies for and nominate at our Annual Meeting their own slate of four nominees for election as directors, in opposition to four of the nominees we have selected. Our Board of Directors unanimously recommends a vote for the election of each of our Board’s nominees on the enclosed WHITE proxy card and urges you not to sign or return any proxy card that you may receive from Harbinger.” The boldface, for once, is theirs, not ours. Elsewhere in the filing, the company reminds shareholders that even if they’ve already voted in favor of the nominees, it’s not too late to change their vote.
Harbinger has submitted four nominees: Scott Galloway, James A. Kohlberg, Allen L. Morgan, and Gregory Shove. The company then countered with two new nominees, Robert Denham and Dawn Lepore, who bring some strategic and digital heft to the board.
The official throw down is scheduled for 10:00 AM, April 22, at The TimesCenter.
Update: Just like clockwork, Harbinger has added to its stake once again: the investor group now holds 15.6 percent of the company, up from 11.82 percent as of its last update. In total, it controls over 22 million shares. The list of its latest purchases can be found here. The new share buys make the company the largest institutional shareholder, passing T. Rowe Price, which, according to the above proxy filing, holds 18.1 million shares—its shares were not acquired for the purpose of influencing the company.
Update II: About as surprising as NYTCo rejecting the slate, Harbinger said in a statement, via Reuters, that it’s disappointed by the company’s actions: “Shareholders are faced with a clear choice: to support directors that have been hand picked by the current Board, or truly independent directors put forward by the largest shareholder who is already effecting positive change.” Its proxy, meanwhile, is expected to be filed next week.
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