Fisher Communications is set to mail proxies to its shareholders for an annual shareholders meeting which will be far from routine. The May 11 vote could well determine whether the 101-year-old company continues to exist or is sold off.
The preliminary proxy document has been filed with the SEC with a tentative indication that the materials will be mailed out to shareholders on April 4. But the proxy approved by the board of directors won’t be the only one going out to solicited votes for the May 11th shareholders meeting. Dissident shareholder FrontFour Capital is nominating its own slate of candidates in an attempt to take control of the board and put the company up for sale. The four would join FrontFour’s David Lorber to constitute a majority on the board.
Fisher management is pushing for its own slate of four directors, whose election would leave Lorber as a one-vote minority voice. Three are already members of the board and former Gannett TV CEO Roger Ogden was recently named as the board-approved nominee to fill the seat of a retiring member from the company’s founding family.
As the battle for control of the company heats up, the board is urging shareholders to be sure to vote, no matter how few shares they may own.
“We have received a letter from FrontFour Capital Group LLC, a hedge fund whose managing member, David A. Lorber, currently serves on our Board of Directors, and its affiliates (referred to collectively as “FrontFour”) expressing their intention to nominate their own slate of four nominees for election as directors at the 2011 Annual Meeting of Shareholders, in opposition to the four director candidates we have nominated. As of March 9, 2011, FrontFour owned approximately 2% of our outstanding common stock. If all four FrontFour nominees are elected to our Board of Directors, FrontFour’s nominees (including David A. Lorber) will constitute a majority of our Board of Directors. We strongly urge you to vote FOR the nominees proposed by our Board of Directors by using the enclosed WHITE proxy card and NOT to vote your shares using any proxy card you may receive from FrontFour. Even if you sign a proxy card sent to you by FrontFour, you have the right to change your vote by using the enclosed WHITE proxy card. Only the latest dated proxy card you vote will be counted,” the cover letter implores shareholders.
The board went on to warn against voting for the FrontFour candidates in the proxy document: “The FrontFour Nominees are NOT endorsed by our Board. We urge shareholders NOT to use any proxy card that you may receive from FrontFour. Our Board urges you to vote FOR ALL of our nominees for director: Anthony B. Cassara, Richard L. Hawley, Roger L. Ogden, and Michael D. Wortsman. We are not responsible for the accuracy of any information provided by or relating to FrontFour or the FrontFour Nominees contained in any proxy solicitation materials filed or disseminated by FrontFour by, or on behalf of FrontFour or any other statements that FrontFour may otherwise make or that may be made on its behalf. FrontFour chooses which shareholders receive its proxy solicitation materials.”
RBR-TVBR observation: Look for both sides to beat the bushes to get out the vote for the May 11th meeting. As we noted before, though, the vote which matters the most is that of Mario Gabelli, whose mutual funds own 27.8% of Fisher’s stock – far more than any other shareholder. The next largest shareholder, well back at 9.7%, is TowerView LLC, the personal investment vehicle of Daniel Tisch, son of the late CBS owner Larry Tisch. Gabelli recently indicated in a CNBC interview that he would be willing to sell, but not at the price being offered by FrontFour-affiliated Huntingdon REIT.