The vote was Thursday (9/15) and, as expected, Citadel Broadcasting shareholders overwhelmingly approved the deal to merge the company into Cumulus Media for around $2.3 billion in cash, debt assumption and stock. But a few Citadel shareholders did vote to reject the deal. They now have Cumulus Media stock and some cash anyway.
According to an SEC filing by Citadel 98,656 “no” votes were cast on Proposal 1 at Thursday’s meeting, which was the vote on whether to approve the merger with Cumulus. That was minuscule compared to the “yes” votes of 18.4 million.
Lots of shareholders didn’t even bother to vote on the remaining three proposals.
Proposal 2 to approve adjourning the special meeting in order to solicit additional proxies, if needed, passed 2.9 million to 246K. That wasn’t needed anyway.
Proposal 3 was on re-electing Jon Mandel and Gregory Mrva to serve on the Citadel board of directors, which only had a few hours of existence remaining. Both were re-elected with over 2.7 million “yes” votes to a little over 400K “no.”
The vote was tight on Proposal 4, a non-binding advisory vote on whether to pay the golden parachutes due to Citadel’s top executives. RBR-TVBR had previously spelled out the $46 million in severance benefits to five executives, including $37.2 million to newly unemployed CEO Farid Suleman. Citadel shareholders voted nearly 1.4 million to less than 1.1 million to approve the golden parachutes.
RBR-TVBR observation: The golden parachutes likely would have been paid anyway if the advisory vote had gone the other way.
A lot of the payouts, other than some of the bonuses, were required by the execs’ employment contracts in the case of a change of control.
It looks like there was a bit of shareholder annoyance at paying Farid $37 million to thank him for dragging the company through Chapter 11 and then resisting the demands of the post-Chapter 11 owners that the company be put up for sale.
RBR-TVBR note: OK, now is the time for any and all broadcasters to voice their observation of the deal. Post below as this is your time to Share in the VOICE. If not forever hold your peace.