Battle for the Knight Ridder Board in the Offing

By: Jennifer Saba Now that Private Capital Management (PCM) is at it again, this time making noises about electing a new Knight Ridder board, the question is, who is on the current board ?

On Thursday morning executives with PCM filed an amendment (http://www.editorandpublisher.com/eandp/news/article_display.jsp?vnu_content_id=1001477477) with the Securities Exchange Commission that could be summed up this way: We didn't like your response to our first letter. We want a new board.

Knight Ridder had no comment on the latest filing.

Under Knight Ridder bylaws, any shareholder can nominate a director. This year the election of new board members will take place in April in San Jose, Calif., during the annual shareholder meeting. The deadline for nominations is Nov. 24, and according to the company's 2005 Proxy statement, it must be delivered or mailed in writing to Knight Ridder headquarters.

As it stands now, 10 directors make up the board and they hold three-year terms. Members are divided into three classes and the voting is staggered. A nominee is elected by majority vote (or a plurality of those voting).

Ronald D. Mc Cray, senior vice president and chief compliance officer at Kimberly-Clark; Patricia Mitchell, president and CEO of Public Broadcasting Service; and M. Kenneth Oshman, chairman and CEO of Echelon Corp., are the directors up for election in 2006.

It's likely that Knight Ridder will nominate McCray, Mitchell, and Oshman and recommended that shareholders vote for the slate. If PCM's latest filing is any indication, others are probably busy recruiting potential directors for their own slate.

Even if PCM wins -- a split is unlikely -- the company will not have control of the board.

The other seven Knight Ridder board members: Tony Ridder, chairman and CEO of Knight Ridder; Mark A. Ernst, chairman, president, and CEO of H&R Block; Vasant Prabhu, executive vice president and CFO of Starwood Hotels; John E. Warnock, co-chairman of Adobe Systems; Kathleen Foley Feldstein, president, Economic Studies; Thomas Gerrity, professor of management and operations and information management at The Wharton School; Gonzalo F. Valdes-Fauli, retired vice-chairman of Barclays Capital.