Alden Not Entitled to Nominate Board
Candidates for the 2022 Annual Meeting
Lee Enterprises, Incorporated (NASDAQ: LEE) (“Lee” or the
“Company”) announced that the notice submitted by Alden Global
Capital, LLC (together with its affiliates, “Alden”), 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 (“SEC”) on Form 8-K today.
As previously disclosed, on November 22, 2021, Alden made an
unsolicited non-binding proposal to purchase the Company for $24.00
per share in cash. In consultation with its financial and legal
advisors, 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 the Company 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.
About Lee Enterprises
Lee Enterprises is a major subscription and advertising platform
and a leading provider of local news and information, with daily
newspapers, rapidly growing digital products and over 350 weekly
and specialty publications serving 77 markets in 26 states. Year to
date, Lee’s newspapers have average circulation of 1.0 million, and
our legacy website, including acquisitions, reach more than 47
million digital unique visitors. Lee’s markets include St. Louis,
MO; Buffalo, NY; Omaha, NE; Richmond, VA; Lincoln, NE; Madison, WI;
Davenport, IA; and Tucson, AZ. Lee Common Stock is traded on NASDAQ
under the symbol LEE. For more information about Lee, please visit
www.lee.net.
Forward-Looking Statements
The information provided in this press release may include
forward-looking statements relating to future events or the future
financial performance of the Company. Because such statements are
subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such forward-looking
statements. Words such as “aims,” “anticipates,” “plans,”
“expects,” “intends,” “will,” “potential,” “hope” and similar
expressions are intended to identify forward-looking statements.
These forward-looking statements are based upon current
expectations of the Company and involve assumptions that may never
materialize or may prove to be incorrect. Actual results and the
timing of events could differ materially from those anticipated in
such forward-looking statements as a result of various risks and
uncertainties. Detailed information regarding factors that may
cause actual results to differ materially from the results
expressed or implied by statements in report relating to the
Company may be found in the Company’s periodic filings with the
SEC, including the factors described in the sections entitled “Risk
Factors,” copies of which may be obtained from the SEC’s website at
www.sec.gov. The Company does not undertake any obligation to
update forward-looking statements contained in this press
release.
Additional Information and Where to Find It
The Company intends to file a proxy statement and accompanying
WHITE proxy card with the SEC with respect to the Company’s 2022
Annual Meeting of Shareholders. The Company’s shareholders are
strongly encouraged to read such proxy statement, the accompanying
WHITE proxy card and other documents filed with the SEC carefully
in their entirety when they become available because they will
contain important information. The Company’s shareholders will be
able to obtain any proxy statement, any amendments or supplements
to the proxy statement and other documents filed by the Company
with the SEC free of charge at the SEC’s website at www.sec.gov.
Copies will also be available free of charge at the Company’s
website at www.lee.net.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
will be participants in the solicitation of proxies from the
Company’s shareholders in connection with the matters to be
considered at the Company’s 2022 Annual Meeting of Shareholders.
Information about the Company’s directors and executive officers is
available in the Company’s (a) annual report on Form 10-K for the
year ended September 27, 2020 filed with the SEC on December 11,
2020 and (b) proxy statement filed with the SEC on January 15, 2021
with respect to the Company’s 2021 Annual Meeting of Shareholders,
as amended by the amendment to the proxy statement filed with the
SEC on February 11, 2021. To the extent holdings of the Company’s
securities by such directors or executive officers have changed
since the amounts printed in the proxy statement, such changes have
been or will be reflected on Statements of Changes in Beneficial
Ownership on Form 4 filed with the SEC. Additional information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed
with the SEC in connection with the Company’s 2022 Annual Meeting
of Shareholders.
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version on businesswire.com: https://www.businesswire.com/news/home/20211203005273/en/
Investors IR@lee.net (563) 383-2100
Media Jamie Tully/Jenny Gore Sard Verbinnen & Co
Lee-SVC@sardverb.com
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