Gannett Co., Inc. (NYSE:GCI) today responded to an amended Form 13D filing by Carl Icahn and affiliates, who own approximately 6.6% of Gannett, disclosing nomination of two candidates for election to Gannett's Board of Directors at Gannett's 2015 Annual Shareholders' Meeting. Icahn also disclosed submission of precatory proposals that would require certain corporate governance provisions at Gannett and at the new publishing company that will be formed upon completion of Gannett's planned separation later this year. Gannett's Board of Directors will evaluate the submission and make a recommendation to Gannett shareholders in due course.
Marge Magner, non-executive chairman of Gannett's Board, said, "We are surprised by Mr. Icahn's aggressive actions, including his threat to run a proxy contest to force wholesale changes in Gannett's corporate governance and dictate the corporate governance of a company whose governance profile has yet to be determined. His overreaching campaign to advance his own agenda will not deter the Board of Gannett from continuing to serve the interests of all of our shareholders. In addition to performing well, Gannett has a strong track record of shareholder engagement and sound corporate governance. As we execute on the separation of our publishing business this year, shareholder interests will remain our priority."
Gracia Martore, president and chief executive officer of Gannett, said, "Gannett is a shareholder-focused company that has consistently delivered strong returns for our owners. Since the launch of our strategic transformation plan three years ago, we have achieved significant revenue growth and margin expansion. During that same period, we have made attractive acquisitions to execute on our announced strategy, our stock price has more than doubled and total shareholder return has exceeded 265%, outpacing the S&P 500 and our peers by a wide margin."
Martore continued, "Our strong and independent Board has been a driving force behind our strategic transformation and our previously announced plan to separate into two publicly traded companies – a plan Mr. Icahn publicly supported following our announcement last summer and continues to support now."
Gannett continues to be represented by Greenhill & Co. as its financial advisor and by Wachtell, Lipton, Rosen & Katz as its legal advisor.
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