Belo Corporation has sent out the proxy for its first shareholder meeting since the company was split in two, with the newspaper division spun off into a new company and Belo left as a pure-play television company. Along with the routine matters, shareholders will be voting May 13th on a proposal from William C. Thompson, Jr., Comptroller, City of New York, on behalf of the Boards of Trustees of the New York City Pension Funds to eliminate staggered board terms.
Belo elects three of its nine directors each year for three-year terms. The NY pension funds argue that having all directors stand for election annually would make them more accountable to shareholders. Belo’s board is recommending that shareholders vote down the proposal, arguing that staggered terms ensure greater stability and ensure that the board has directors who are experienced and knowledgeable.
The proposal from the NY pension funds was hardly a surprise. It was voted down last year at the old pre-split Belo by more than 70% of the votes cast.
The board also argues that staggered terms protect against a hostile takeover, although it is hard to see how that could happen with the Class B shares held mostly by members of the founding family having 10 times the voting power of the publicly traded Class A shares.
RBR/TVBR observation: Something that struck us immediately when looking at the Belo proxy was how many female faces it contained. Not only is the new CEO of Belo, Dunia Shive, female, but so are three other directors. That’s not quite a majority. Men still outnumber women on the board 5-4. But Belo is getting awfully darn close to equality.