The board of directors has recommended that shareholders vote down a proposal by the largest shareholder of Fisher Communications that would let shareholders vote on any acquisition of more than $25 million. Now the company is spreading the world that three leading proxy firms are also advising clients to vote no.
Fisher recently struck a deal with Mario Gabelli to seat two of his nominees on the company’s board of directors and avoid a proxy fight. Gabelli’s GAMCO Asset Management owns over 20% of Fisher’s stock and is its largest shareholder. But while a battle over board seats has been avoided, Gabelli still has a proposal before the April 28th shareholders meeting which, if adopted, would require majority approval of Fisher’s shareholders for any acquisition exceeding $25 million.
In a statement supporting the proposal, GAMCO charged that “untimely and costly acquisitions have diluted earnings and seriously limited the Company’s financial flexibility.” It says shareholders should be able to vote on any future acquisitions which may dilute shareholder value.
The Fisher board of directors voted unanimously to oppose the proposal as “egregiously restrictive and unnecessary.”
Now the company is trumpeting the fact that the major advisory services for institutional shareholders have also come out against the proposal.
In its report, Glass Lewis stated: “Glass Lewis generally believes that shareholders should not be involved in the day-to-day activities of the Company. The NASDAQ, on which the Company is listed, has a rule requiring shareholder approval for acquisitions involving stock issuances in excess of 20% of a company’s outstanding stock. While we note that all stock issuances do dilute shareholders, we believe that management and the board should be given the flexibility to engage in less substantial acquisitions without shareholder approval. If instituted, this proposal would place the Company at a significant disadvantage to its bidding competitors and could potentially cause the Company to lose out on certain deals, in turn hurting shareholder value.”
In addition to noting that Fisher is subject to the NASDAQ listing standards, RiskMetrics stated: “Given that the items of business and the corresponding voting requirement as proposed in the proponent’s request is not a subject for shareholder action under NASDAQ rules or other applicable law, RMG does not believe that this item warrants shareholder support.”
In making its recommendation, Proxy Governance noted that Fisher “does not have a history of profligate acquisitions, is generally responsive to shareholders, and has in place protections to prevent substantial dilution without shareholders’ consent.”
“We are pleased that RiskMetrics, Glass Lewis and Proxy Governance have recognized the importance of maintaining the Board and management team’s flexibility to manage the business in the best interests of our Company and shareholders. We remain focused on running our existing business as efficiently and effectively as possible and would only explore large acquisitions at attractive valuations that are accretive to shareholder value, such as duopolies,” said Fisher President and CEO Colleen Brown.
