You already know that the management slate won two seats and dissidents two seats in the hotly contested battle for control of the board of directors at Fisher Communications. The company has now filed the official vote tally.
Because of the cumulative voting structure at Fisher, both the pro-management side and the dissidents led by FrontFour Capital were able to apportion the proxies they received to maximize their voting power. However, we know that the biggest shareholder of all, Mario Gabelli, directed that while he gave his proxy to FrontFour it could not be used to elect Stephen Loukas, the only FrontFour candidate actually employed by FrontFour. Thus, Loukas was one of the candidates who got zero votes in the official tally.
You will see from the vote totals below that FrontFour allocated 1,000 votes more to Joseph Troy than to Michael Goldfarb, giving Troy the three-year term and Goldfarb the one-year term.
Nominees of the Board of Directors of the Company
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Votes For |
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Class 3 Directors |
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Richard L. Hawley |
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8,763,026 |
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Roger L. Ogden |
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8,763,026 |
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Michael D. Wortsman |
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0 |
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Class 1 Director |
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Anthony B. Cassara |
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0 |
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Nominees of FrontFour Master Fund, Ltd., Event Driven Portfolio and
FrontFour Capital Group, LLC
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Votes For |
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Matthew Goldfarb |
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6,856,054 |
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Stephen Loukas |
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0 |
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John F. Powers |
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5,720 |
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Joseph J. Troy |
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6,857,094 |
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As previously noted, Chairman Michael Wortsman was one of the candidates not elected, so the nine member board will soon elect a new chairman. That chair will no doubt come from the pro-management side, which holds six of the nine seats.
