Split decision in Fisher Communications vote


IVS Associates is still working on the final tally, but it appears that neither side managed to elect a full slate in the contested shareholder vote last week at Fisher Communications. Thus, the majority of the nine-member board will still be aligned with current management.

The cumulative voting rules at Fisher make it complicated to tally the votes, since shareholders can load-up their voting power on one or more candidates. Since the dissidents currently hold only one seat, they needed to elect all four candidates to seize control of the company. They did not succeed, but apparently did gain ground.

Here is the preliminary report that Fisher filed Tuesday with the SEC:

“The Company’s board had nominated Richard L. Hawley, Roger L. Ogden, and Michael D. Wortsman to serve as Class 3 Directors, and Anthony B. Cassara to serve as a Class 1 Director. FrontFour Master Fund, Ltd., Event Driven Portfolio and FrontFour Capital Group, LLC nominated the following four director candidates in opposition to the Company’s director candidates: Matthew Goldfarb, Stephen Loukas, John F. Powers and Joseph J. Troy (collectively, the “FrontFour Candidates”). At least 4,381,513 votes were cast for at least one of the Company’s director candidates and at least 3,429,717 votes were cast for at least one of the FrontFour Candidates. Due to the application of cumulative voting, the election of individual director candidates is not yet complete; however, based on these preliminary results, it appears that neither party will have elected a full slate of nominees.”