Harbinger Capital Partners and Firebrand Partners LLC took the next step in their campaign for change at the New York Times Co. on Friday when they filed a proxy for company's shareholder meeting. The firms say the Times needs "bold action to adapt to the changing media landscape" that requires "fresh, independent leadership in the boardroom." The firms Class A nominees are New York University Stern School of Business professor and Firebrand founder Scott Galloway, middle market private equity investor James Kohlberg, venture capital investor Allen Morgan and Internet media entrepreneur Gregory Shove. The vote is April 22.
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As a result, the New York Times is
shaking up its director slate in an attempt to blunt the insurgency from the activists, who have quickly amassed a 19.03% stake in the company. The activists have put forward four Class A board nominees who mostly have backgrounds (no surprise) in finance, while the Times is pulling in big name from media, financial services and Internet commerce for both Class A and B.
The Times omitted Harbinger's nominees from the proxy filed with the SEC last week and urged shareholders not to return the proxy card. Class A stockholders have the right to elect four of the 13 directors, and Class B shareholders elect nine. Common shareholders make up the Class A ranks while the Sulzberger family controls the Class B shares.
The New York Times has nominated Robert Denham, a Munger Tolles & Oldson LLC managing partner and former Salomon chairman (Denham came in with Warren Buffett after Solly's Treasury scandal), as a Class A nominee and Drugstore.com chairwoman Dawn Lepore as a Class B nominee. Lapore replaces former Bertelesman AG CEO Thomas Middeloff, who has been on the board since 2003, as a Class B shareholder; he becomes a Class A nominee alongside former FCC Chairman and current Carlyle Group managing director William Kennard, who has been on the board since 2001, and Verizon Communications CFO Doreen Toben, who was elected to the board in 2004. - Chris Nolter and Maria Woehr
See Dealscape: Harbinger, Firebrand boost Gray Lady stake
See Dealscape: In the boardroom: The New York Times shakes up its slate
See Dealscape: Denham, Buffett and the Times: A little context
