After Tegna rejected its proposed board members, minority owner Standard General, one of the company's largest shareholders, is soliciting proxies for the Tegna annual shareholders meeting so it can seat those candidates anyway.
That is according to an SEC filing Wednesday, March 17, in which Standard General said it is seeking to place three board members to help diversify the board, and cited the withdrawal of their fourth candidate, former FCC official and top ad association executive Adonis Hoffman, as a reason for needing to add that diversity.
Hoffman, who is Black, had withdrawn his nomination, citing possible conflicts with clients -- he is currently a consultant -- and an incident in 2014 when Tegna president David Lougee mistook him for a valet.
Standard General tried to get five members seated on the board in 2020, saying it was a diverse slate, but Tegna's nominees were all reelected, Standard General told the SEC. It pointed out that its three proposed members -- the number would have been four had Hoffman not withdrawn -- were also not recommended for election by Tegna this time around.
Also Read: Five Spot with Adonis Hoffman
In telling the SEC why it was again trying to get shareholders to vote its nominees to the board, Standard General cited both a Wall Street Journal article about Hoffman's reasons for withdrawing his nomination and a story in Broadcasting+Cable about his reasons for not being happy with a Tegna investigation of the valet incident to try to buttress its case.
"We believe that the addition of our three highly qualified, diverse and independent nominees to the TEGNA Board is a critical step to ensure that TEGNA sharpens its focus on driving improvements in operations and maximizing value for all shareholders," Standard General told the SEC. "Equally importantly, with the addition of our nominees, TEGNA’s Board would be significantly more diverse and would more closely reflect its audience."
"Standard General has to answer for its own actions," said Hoffman of the proxy move. "I don't speak for them or control what they do."
In a letter to shareholders earlier this month about the incident, the Tegna board laid out its case for the company's current diversity. It pointed out that Tegna named a chief diversity officer; signed a CEO-level commitment to advance diversity and inclusion and that its workforce comprised 46.9% women and 25% people of color, with a third of its executive leadership team female and people of color. It added that the board itself is 42% female and 17% people of color.
The board told the shareholders that in 2020 over a third of new hires were people of color and almost a third of promotions went to people of color.
While Standard General may be trying to get more control of Tegna's decision making, it has also been selling shares of Tegna, having twice this month filed with the SEC to sell millions of those shares, according to someone familiar with the filings.
