ISS, Glass-Lewis Recommend Fisher Communications' Own Slate Of Directors
May 2, 2011 at 3:26 PM (PT)
The war of words between FISHER COMMUNICATIONS' management and dissident shareholder FRONTFOUR CAPITAL GROUP/FRONTFOUR MASTER FUND continued MONDAY after INSTITUTIONAL SHAREHOLDER SERVICES and GLASS-LEWIS AND CO. recommended that shareholders approve FISHER's own nominees to its board and reject FROUNTFOUR's slate.
Noting that FISHER had "struggled to deliver shareholder return" and had lagged behind other television companies, ISS wrote, "The company's progress on its strategic plan -- including not just strengthening broadcast competitiveness to give it additional pricing power, but expanding into adjacencies through its internet strategy, improving revenue mix, controlling cost and driving continual improvement in leading metrics -- strongly suggests that the incumbent board, rather than the dissidents, has a better strategy for delivering shareholder value, " wrote ISS, adding, "Because the dissidents have not demonstrated a compelling case that change at the board level is needed, we recommend shareholders vote on the WHITE management card FOR the management nominees."
ISS also criticized FRONTFOUR's DAVID LORBER, a current FISHER board member, writing, "More disturbing, in the context of this proxy contest, is the Jesuitical equivocation from FRONTFOUR that DAVID LORBER -- a FRONTFOUR co-founder and current director of FSCI who also voted to reject declassification (of the company's board) in the DECEMBER board meeting -- was somehow less culpable because he opted not to vote his conscience. FRONTFOUR has asserted in letters to shareholders that LORBER 'only reluctantly agreed to vote along with his fellow board members' when it became clear they would not support declassification. This may be the world's most tortured definition of 'director independence' -- casting one's vote in the way that will solidify one's place in the pack, rather than in the way one has represented to other shareholders -- particularly by sponsoring the proposal in the first place -- one will act."
In GLASS-LEWIS' analysis, the firm said FRONTFOUR's "financial arguments are largely absolute, failing to provide relative measures by which shareholders can fully and fairly assess FISHER's purportedly lamentable performance. By contrast, our analyses of FISHER's performance since the appointment of Ms. BROWN suggest the Company has generally weathered a broader market downturn in more favorable condition than certain of its broadcasting peers." The firm said that it did not find the board's problems "so substantial as to warrant electing additional FRONTFOUR representatives or their affiliates. To the contrary, we are concerned the election of the Dissident nominees, none of which has any relevant broadcasting experience, may, in fact, be counterproductive with respect to the Company's long-term financial and operational health."
PAUL BIBLE, Chair of FISHER's Nominating and Corporate Governance Committee, said, "We are pleased that these respected proxy advisors have recognized FRONTFOUR's failure to provide any meaningful plan to create value for FISHER shareholders, as well as its inconsistent positions."
FRONTFOUR's comments said that it was "disappointed with ISS's overall recommendation" but "pleased that ISS recognizes that the current Board and senior management have failed to enhance stockholder value and that ISS highlights in its report several of the same serious concerns that FRONTFOUR has been expressing to stockholders during this election contest."