The votes have been cast for directors of Fisher Communications – most by mail well in advance of Wednesday’s annual shareholders meeting in Seattle. But with the company’s complicated cumulative voting system, the vote counters from IVS Associates won’t be reporting the final tally of the contested board election for several days.
Despite the allegations fired back and forth by Fisher management and dissident shareholder FrontFour Capital in recent weeks, the actual meeting was a subdued affair. None of the FrontFour candidates even showed up, leaving it to the hedge fund’s current representative on the board, David Lorber, to make the pitch for their election.
Lorber had little to say, perhaps because the real action had already taken place and only a handful of votes were actually cast in person at the meeting. “This is a very important vote for stockholders and, we believe, is a referendum for change,” he said.
All four of the members of the management slate were present, including Michael Wortsman, currently Chairman of the board and up for re-election as a director. He presented a longer speech arguing for election of the nominees favored by the board majority. “Our nominees are highly qualified, with more than 100 years of highly relevant aggregate broadcasting and financial expertise and have the qualifications to continue to deliver growth and create shareholder value,” he said.
Wortsman accused FrontFour of making unsupported accusations against Fisher, CEO Colleen Brown and the board of directors during the proxy solicitation process. “Our opponents have demonstrated a willingness to say almost anything to gain votes for their nominees,” he charged.
“Now is not the time to auction the company at all,” Wortsman said, accusing FrontFour of seeking a short-term financial gain at the expense of other shareholders by putting Fisher up for sale.
Only two shareholders sought the mic to speak during the Q&A session, which came after the actual voting. As it happened, one took each side.
One shareholder who said his family owned around 20,000 shares thanked FrontFour for bringing up issues about the company. He wanted to know why board members own so few shares themselves and why Fisher doesn’t seek nominees for the board who actually own shares of the company. Wortsman disagreed and said that he and other directors do buy shares, but he noted that members of the board are precluded by SEC insider trading rules from making stock purchases for periods that sometimes run for months.
The other shareholder who spoke claimed to have had past business dealing with Lorber and said the criticism of FrontFour by Fisher’s board was “very kind to them.” Should the management slate remain in control, the shareholder wanted to know what would be required to remove a director for cause, clearly meaning Lorber. “It seems to me you have a cancer on your board,” he said. That question was referred to General Counsel Chris Bellavia, who said that a shareholder vote would be required and there would have to be cause for the removal.
RBR-TVBR observation: The suspense continues. With the biggest shareholder, Mario Gabelli, backing part of the dissident slate, it seems likely that there will be some new faces on the Fisher board. However, FrontFour would need a clean sweep of the four-seat election to gain a five-vote majority on the board.