Tribune Publishing Shareholders Approve Board at Annual Meeting

“Our Board remains dedicated to acting in the best interests of all shareholders,” chairman Michael Ferro says

Last Updated: June 2, 2016 @ 1:19 PM

Tribune Publishing shareholders have elected all eight of the company’s nominees — including chairman Michael Ferro and CEO Justin Dearborn — to serve one-year terms on the board of directors, according to preliminary results announced Thursday.

David E. Dibble, Philip G. Franklin, Eddy W. Hartenstein, Richard A. Reck, Donald Tang and Carol Crenshaw join Ferro and Dearborn on the company’s board, the company announced at its annual meeting in L.A.

The shareholder approval comes amid ongoing tension among some shareholders over the company’s handling of a hostile takeover bid by rival newspaper conglomerate Gannett.

“We thank Tribune Publishing shareholders for their support as we continue to execute our strategic transformation and reposition the Company for long-term growth,” Ferro said in a statement.

Ferro continued: “We have a tremendous opportunity at Tribune as we move aggressively to implement the changes necessary to succeed in the current environment and today’s results demonstrate that the majority of our voting shareholders agree. Our Board remains dedicated to acting in the best interests of all shareholders and executing on our strategic plan to create exceptional value for all stakeholders.”

Earlier this week, Gannett sent a memo to Tribune Publishing shareholders to renew its pitch for a takeover, complete with a timeline of everything that Gannett claimed has prevented stockholders from “realizing superior and certain cash value.”

On Wednesday, Capital Structures Realty sued the L.A. Times owner, accusing Tribune executives of neglecting their fiduciary duties by rejecting takeover bid launched by Gannett.

However, today’s preliminary vote is an indication that the majority of shareholders agree with the board’s handling of company affairs.

Capital Structures Realty sought to undo a recent deal by Tribune Publishing to sell $70 million worth of stock to Nant Capital instead of pursuing a takeover bid from rival newspaper conglomerate Gannett, which owns USA Today.

A Tribune Publishing spokesperson told Poynter the company has “received a copy of the complaint and is reviewing it carefully.”

Tribune Publishing rejected Gannett’s hostile takeover bid of $864 million, saying the offer is “not in the best interests of Tribune shareholders,” and the two companies have continued to jab each other through press releases. Gannett upped its original unsolicited offer to purchase Tribune to $15 per share, but that offer was also rejected.

The full voting results for all of Tribune Publishing’s proposals will be made publicly available after the inspector of election has certified the results.

Gannett has issued a statement: “Gannett is reviewing whether to proceed with its acquisition offer taking into account the results of the “withhold” vote at Tribune’s 2016 Annual Meeting and the latest Tribune actions, including its response to Gannett’s $15.00 per share offer.”