The dissident slate nominated by FrontFour Capital managed to gain two seats on the board in the final vote tally from the annual shareholders meeting at Fisher Communications. That will leave directors backing current management with a 6-3 majority on the nine-member board.
Current board Chairman Michael Wortsman, who had presented the case for shareholders to re-elect him along with supporting the other three members of the management slate, will not remain on the board. Under the cumulative voting rules, the current board decided to award its two seats to Richard Hawley, an incumbent director, and former Gannett Broadcasting President Roger Ogden, who will be a new director. Along with Wortsman, veteran broadcaster Tony Cassara will leave the board.
From the FrontFour slate, the new directors are Joseph J. Troy, Executive Vice President and Chief Financial Officer of Quality Distribution, Inc., a publicly traded operator of the largest dedicated bulk tank truck network in North America; and Matthew Goldfarb, a Portfolio Manager at Fourth Street Holdings, LLC. However, as the lowest vote-getter of the four, Goldfarb will fill a vacant seat with only one year remaining, while the other three will serve three-year terms.
The vote tally by IVS associates took several days because of the complicated cumulative voting system at Fisher. Each shareholder was able to, if they wished, load up their votes for the four open seats on their preferred candidates. For example, an investor holding 100 shares was able to apportion 400 votes among the candidates or give all 400 to a single candidate.
Here is how the company explained the outcome:
“Under Fisher’s articles of incorporation, which provide for cumulative voting, each company shareholder is entitled to one vote per share times the number of director positions up for election. For the 2011 Annual Meeting, each shareholder received four votes per share, which could have been cumulated for one nominee or distributed among any number of nominees.
Through its proxy cards, Fisher received votes representing more than 4.38 million shares that it could cumulate and allocate to its nominees, and the Board has decided to distribute those votes for current Fisher director, Richard L. Hawley, and new nominee, Roger L. Ogden. FrontFour’s nominees received votes representing approximately 3.43 million shares.
Messrs. Hawley and Ogden will be joined on the Fisher Board by Joseph J. Troy and Matthew Goldfarb. Messrs. Hawley, Ogden and Troy will serve as Class 3 directors with initial terms expiring in 2014, and, as the elected nominee receiving the fewest number of votes, Mr. Goldfarb will serve as a Class 1 director with an initial term expiring as of Fisher’s 2012 Annual Meeting. The Company also announced that the Board will elect a new Chairman in the near future.”
The dissidents will now hold three seats because FrontFour’s David Lorber is already on the board. However, his term will expire next year along with Goldfarb’s, so there could be another exciting election in 2012.
RBR-TVBR observation: Lorber, Troy and Goldfarb may push for a sale of the company, but they’re going to have a tough time convincing the other board members. Roger Ogden, in particular, knows how to value broadcast properties and Fisher is worth a lot more than the offer on the table from FrontFour-related Huntingdon REIT.