Westwood One vote delay explained


A new proxy has been filed with the SEC to resume the Westwood One shareholders meeting that was adjourned without action last month. The voting procedures have been revised and some new information added for the meeting to reconvene.

As previously indicated by RBR/TVBR, the meeting delay was not due to any battle over the reorganization, but a technical issue with the original proxy. The new proxy has been revised to add separate class votes for Proposal 1, which would increase the number of authorized shares from 300 million to five billion. The tallies of votes for the Common stock alone and the Common and Class B Common together will now conform to Delaware law. In addition, the disclosure with respect to the treatment of fractional shares under the proposed 1-for-200 reverse split has also been updated.

Although the revised proxy has been filed with the SEC, it still has some blanks to fill in. Those are the date when the special shareholders meeting will be reconvened and the new record date for Westwood One shareholders to be eligible to vote.

An important note: Shareholders who already submitted their proxies for the July 26th meeting will now have to submit new proxies, once the date of the reconvened meeting is set and the proxy forms are sent out.