Their Turn: Harbinger Submits Proxy For NYTCo Board Noms; ‘A Message It Can’t Ignore’
By Joseph Weisenthal - Fri 29 Feb 2008 05:15 AM PST
Last week, NYTCo (NYSE: NYT) filed a preliminary proxy with a statement urging shareholders to disregard Harbinger’s proposed board nominees. Now the activist investors have filed their rejoinder. In addition to spelling out the case for its four board nominees, the filing walks through the complete timeline of events, starting when the group first started innocently accumulating shares on December 21. The first official communication between the companies was on January 25th, the day it made an official announcements of its intent. It also notes that last Friday, the day after the company told shareholders to reject Harbinger’s nominees, some members of management held a meeting with certain of the nominees to discuss digital strategy. Other highlights:
-- The argument: “Harbinger NY believes that the future of The New York Times depends on the willingness of its management and board of directors to take bold action to adapt to the changing media landscape. We believe that this challenge requires fresh, independent leadership in the boardroom. Toward that end, we have nominated four highly motivated and talented individuals who we believe will bring to the Company’s board of directors a renewed sense of urgency and responsiveness to stockholders.”
-- The one line pitch: SEND THE COMPANY’S BOARD OF DIRECTORS A MESSAGE IT CAN’T IGNORE!
-- Why The NYT: “The HCP Funds and Firebrand formed Harbinger NY for the purpose of investing in public companies with strong brands and depressed stock prices. They found in The New York Times a dynastic business, over 150 years in the making, unparalleled in its name recognition and reputation for journalistic excellence, but hamstrung by poor capital allocation and an incremental strategy for adapting to a changing media landscape. They determined that the bold action necessary to enhance stockholder value, ensure the Company’s economic viability and preserve the legacy and unique role of The New York Times required fresh leadership in the Company’s board room. Toward that end, they assembled a slate of four highly qualified and motivated individuals who, nominated by a large stockholder rather than the existing directors, would be truly independent from management and the Ochs Sulzberger family.”
-- Turning tables: Using almost exactly the same language as the Times: “HARBINGER NY URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY WITH RESPECT TO THE CLASS A STOCK. IF YOU HAVE ALREADY DONE SO, YOU MAY REVOKE YOUR PROXY BEFORE IT IS VOTED AT THE MEETING BY: DELIVERING A SECOND SIGNED PROXY CARD DATED LATER THAN THE FIRST SIGNED PROXY CARD; VOTING AT A LATER TIME BY TELEPHONE OR THE INTERNET; OR ATTENDING THE 2008 ANNUAL MEETING AND VOTING IN PERSON.”
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