Lee Enterprises, Incorporated announced that the notice submitted by Alden Global Capital, LLC, which purported to nominate three candidates to stand for election to Lee’s board of directors at the company’s 2022 Annual Meeting, is invalid.
Lee’s board of directors thoroughly reviewed Alden’s notice and found that the submission did not meet several essential requirements clearly set forth in Lee’s publicly available bylaws. The board made the following statement:
“Lee’s bylaws provide a very clear and simple procedure for investors to nominate candidates for election to Lee’s Board of Directors. The nomination procedure and information requirements in our bylaws are consistent with those of the vast majority of public companies incorporated in Delaware. Over the past few years, hundreds of investors — including many that have been advised by Alden’s two law firms — have properly fulfilled these types of notice requirements and information requests.
“Alden, however, failed to meet the most basic and most important requirement of our director nomination procedure: demonstrating it is eligible to nominate directors. Instead of following the straightforward process outlined in Lee’s bylaws to provide proof that Alden is an eligible shareholder, Alden attempted to circumvent the requirement by having an unrelated, third-party shareholder send a cover letter attaching an incomplete and internally inconsistent nomination notice from Alden. In addition, Alden’s nomination notice does not comply with several other substantive requirements of Lee’s bylaws.
“Alden’s hasty and convoluted attempt to work around our simple and common procedure on the eve of the nomination deadline does not meet the clear requirements of Lee’s bylaws. Alden’s failure is entirely of its own making. Alden is not entitled to invent its own process for its convenience.
“Lee adopted its common procedural and disclosure protections to ensure the orderly exercise of shareholder rights and the integrity of director elections. The requirements are clearly stated and have been publicly available for over two years. Lee’s Board of Directors, acting as fiduciaries on behalf of all Lee shareholders, will enforce those procedures and transparency requirements.”
Lee’s Board has determined that Alden’s attempted nomination notice does not satisfy the clear requirements of its bylaws. Because Alden failed to deliver a notice that complies with Lee’s bylaw requirements prior to the nomination deadline, Alden may not nominate any candidates for election to the Board at the 2022 Annual Meeting. Accordingly, Lee will not recognize Alden’s nominations, and any proxies submitted, or votes cast, for the election of Alden’s director candidates will be disregarded.
A copy of the company’s letter to Alden, detailing the deficiencies in its submission, will be filed with the U.S. Securities and Exchange Commission on Form 8-K today.
As previously disclosed, on November 22, 2021, Alden made an unsolicited non-binding proposal to purchase the company for $24 per share in cash. In consultation with its financial and legal advisers, Lee’s board of directors is evaluating Alden’s proposal to determine the course of action that it believes is in the best interests of thecompany and Lee shareholders.
Lee will announce the date of the 2022 Annual Meeting and file proxy materials with the SEC in due course. There is no need for Lee shareholders to take any action at this time.
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