ISS Recommends Shareholders Vote on the Standard General WHITE Proxy Card for Board Change at TEGNA

“The key change that appears necessary is confirming the board’s openness to negotiating with potential bidders. As such, votes are warranted on the WHITE card for dissident nominee Colleen Brown, who seems well suited to provide such oversight and contribute her experience with local broadcasting.”

“The discount that the market applies to its value of TEGNA’s EBITDA suggests that investors do not trust the guidance communicated by TEGNA in the same way that the guidance from TEGNA’s peers is respected.”

The most glaring absence from the board is shareholder representation. As of March 20, all directors and executive officers as a group owned 1,324,341 shares, or approximately 0.61 percent of outstanding shares.”

“The dissident campaign suggests that the presence of a major shareholder representative on the board could provide shareholders with added assurance that the company is sincere in its efforts to reengage with bidders.”

“TEGNA’s presentation of the facts in its communication with shareholders raises concerns.”

“The fact that three shareholders have publicly called for the company to explore a potential sale over the past eight months might indicate that the board has not done enough to convince investors that a standalone option is an attractive investment opportunity.”

“The company’s TSR presentation appears to use a cherry-picked time period, attributes the share price gains from M&A rumors to operational outperformance, and includes a non-broadcasting peer (Meredith) with substantially lower EBITDA margins.”

“The board and management’s lack of stock ownership undermines its position … as it stands in sharp contrast to the fact that the dissident is the company’s largest shareholder.”