Media General Expands Board to Add Former Directors Ousted By Dissidents

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By: Mark Fitzgerald

Media General Inc. said Wednesday it had expanded the size of its board of directors by two seats to 11 — and appointed two directors ousted at its annual meeting by a slate of three representatives of dissident stakeholder Harbinger Capital Partners.

Though Media General’s announcement did not mention Harbinger, the expansion has the effect of bulking up the management-friendly majority on the board. The vote to expand was a foregone conclusion because the holders of Class B stock, chiefly members of the Bryan family and other insiders, elect 70% of the directors.

Media General said its bylaws allow the number of directors to be not less than eight, nor more than 12.

Harbinger won three seats on the board in a vote of Class A stockholders at Media General’s annual meeting last April. Media General management vigorously opposed the proxy bid by Harbinger, which accused top executives of squandering money on new media ventures and has advocated selling the Tampa Tribune and its sister television station, which have had steep drop-offs in revenue because of the Florida housing collapse.

Richmond, Va.-based Media General, publisher of 25 dailies, said former directors Walter E. Williams and Rodney A. Smolla were named to the board.

A retired economics professor, Williams, 72, first joined Media General’s board of directors in 2001.

Smolla, 55, had been on the board since 2006. The dean and professor of law at Washington and Lee University School of Law is a well-known expert and commentator on First Amendment issues.

They will serve as at-large directors until the company’s next annual meeting on April 23, 2009, Media General said.

“Walter and Rod have contributed valuable knowledge, insight and wisdom to past deliberations of the Media General board,” Chairman J. Stewart Bryan III said in a statement. “We believe the company and its stockholders will benefit greatly from the board’s continued access to their advice and counsel.”

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