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                            <title><![CDATA[ Latest from Next TV in Proxy-fight ]]></title>
                <link>https://www.nexttv.com/tag/proxy-fight</link>
        <description><![CDATA[ All the latest proxy-fight content from the Next TV team ]]></description>
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                                                            <title><![CDATA[ Disney Proxy Fight Gets Ugly as Mystery Investor Offers To Buy Shareholder Votes ]]></title>
                                                                                                                                                                                                <link>https://www.nexttv.com/news/disney-proxy-fights-gets-ugly-as-mystery-investor-offers-to-buy-investors-votes</link>
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                            <![CDATA[ A mystery investor is offering $100,000 per 500,000 votes at Disney's upcoming shareholder meeting, and yes, it's perfectly legal ]]>
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                                                                        <pubDate>Thu, 07 Mar 2024 15:42:35 +0000</pubDate>                                                                                                                                <updated>Thu, 07 Mar 2024 18:15:06 +0000</updated>
                                                                                                                                            <category><![CDATA[Business]]></category>
                                                                                                <author><![CDATA[ mcnstaff@futurenet.com (Scott Lehane) ]]></author>                    <dc:creator><![CDATA[ Scott Lehane ]]></dc:creator>                                                                <dc:description><![CDATA[ http://cdn.mos.cms.futurecdn.net/ETxM2bUTzJCrbStanBqmd4.jpg ]]></dc:description>
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                                                                                                                                                                                                                                    <media:description><![CDATA[Disney CEO Bob Iger]]></media:description>                                                            <media:text><![CDATA[Disney CEO Bob Iger]]></media:text>
                                <media:title type="plain"><![CDATA[Disney CEO Bob Iger]]></media:title>
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                                <p>With the Walt Disney Co. facing a proxy fight on two fronts against activist hedge funds trying to seed the company’s board of directors with their own candidates, <a href="https://www.businessinsider.com/disney-shareholders-could-cash-in-investors-bid-for-proxy-votes-2024-3" target="_blank"><em><strong>Business Insider</strong></em><strong> reported</strong></a> that an unknown investor is offering to buy votes at the company’s April shareholder meeting at a rate of $100,000 per 500,000 votes under a controversial “Shareholder Vote Exchange.”</p><p>Five hundred thousand votes works out to roughly $55 million in shareholder equity, and, yes it is perfectly legal.</p><p><a href="https://www.morningbrew.com/daily/stories/2024/03/06/someone-s-buying-votes-in-disney-s-ugly-proxy-fight" target="_blank"><em><strong>Morning Brew</strong></em><strong> pointed out</strong></a> that the buyer could be Blackwells Capital or Nelson Peltz’s Trian Fund Management, both of which are fighting for more control of the Magical Kingdom, or it could be a group backing CEO Bob Iger’s vision to restore Disney to its former glory.</p><p>The publication also noted that as of Wednesday there over 20,000 Disney shareholder votes had been offered for sale and that the company has a large percentage of smaller shareholders who may be less involved or even aware of the high-end drama going on.</p><p>The company was battered by a disastrous series of missteps from Iger’s predecessor (and one-time successor) Bob Chapek, who was unceremoniously ousted from the CEO’s office after just 18 months on job.</p><p>Earlier this week, Nelson Peltz’s <a href="https://www.hollywoodreporter.com/business/business-news/trian-peltz-disney-whitepaper-released-1235842501/"><strong>Trian Fund Management released a 130-page manifesto</strong></a> trashing Bob Iger’s current strategy and outlining what they would do differently if their candidates are elected.</p><p>Iger responded that he and his senior managers were <a href="https://www.nexttv.com/news/bob-iger-calls-proxy-battles-a-distraction-from-focus-on-building-profitability" target="_blank"><strong>trying to stay focused</strong></a> on making the complex company more profitable amid such distractions.</p>
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                                                            <title><![CDATA[ Rovi Reacts To Investor Pressure ]]></title>
                                                                                                                                                                                                <link>https://www.nexttv.com/news/rovi-reacts-investor-pressure-388860</link>
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                            <![CDATA[ Rovi Reacts To Investor Pressure ]]>
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                                                                        <pubDate>Mon, 16 Mar 2015 10:00:00 +0000</pubDate>                                                                                                                                <updated>Tue, 01 Sep 2020 14:38:58 +0000</updated>
                                                                                                                                            <category><![CDATA[Business]]></category>
                                                    <category><![CDATA[Technology]]></category>
                                                                                                                    <dc:creator><![CDATA[ Jeff Baumgartner ]]></dc:creator>                                                                                                                                                                                                                                                                    <media:content type="image/jpeg" url="https://cdn.mos.cms.futurecdn.net/fo4ZLWbgsere2uF3iWPGBT-1280-80.jpg">
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                                <figure class="van-image-figure pull-" data-bordeaux-image-check ><div class='image-full-width-wrapper'><div class='image-widthsetter' ><p class="vanilla-image-block" style="padding-top:56.25%;"><img id="fo4ZLWbgsere2uF3iWPGBT" name="" alt="" src="https://cdn.mos.cms.futurecdn.net/fo4ZLWbgsere2uF3iWPGBT.jpg" mos="https://cdn.mos.cms.futurecdn.net/fo4ZLWbgsere2uF3iWPGBT.jpg" align="" fullscreen="" width="" height="" attribution="" endorsement="" class="pull-"></p></div></div></figure><p>Rovi Corp. has found itself on the defensive amid a proxy fight launched by an activist investor that centers on four board director slots at Rovi, the Santa Clara-based company that specializes in multiscreen video navigation systems and metadata services. </p><p>Engaged Capital, a firm that owns 549,900 shares of Rovi stock that is unhappy with Rovi&apos;s performance and strategy, issued a <a href="http://www.businesswire.com/news/home/20150312005207/en/Engaged-Capital-Sends-Letter-Board-Rovi-Corporation#.VQWrBI7F-So">letter</a> to the Rovi board on March 12 arguing that shareholders have gotten a negative return in the seven years since Mavrovision and Gemstar <a href="https://www.nexttv.com/news/macrovision-closes-acquisition-gemstar-tv-guide-270272" data-original-url="https://www.multichannel.com/news/macrovision-closes-acquisition-gemstar-tv-guide-270272">merged in May 2008</a>, stressing that “change is clearly needed.”</p><p>According to the letter, Engaged Capital said it initiated conversations nearly six months ago with Rovi chairman Andrew Ludwick “regarding the need for fresh experience in the boardroom,” but believes the board has procrastinated and left it no choice but to formally nominate four candidates at Rovi’s annual meeting on Dec. 29, 2014.</p><p>The public letter revealed Engaged Capital&apos;s four board candidates: </p><p>-David Lockwood, 55, who has been CEO and president of EnergySolutions Inc. since 2012. He is also a former director of BigBand Networks (now part of Arris), and was once chairman and CEO of Liberate Technologies (an ITV specialist that <a href="https://www.nexttv.com/news/seachange-buys-liberates-int-l-assets-335754" data-original-url="https://www.multichannel.com/news/seachange-buys-liberates-int-l-assets-335754">sold</a> its domestic assets to Comcast and its international components to SeaChange International in 2005), and was CEO and president of Intertrust Technologies.</p><p>-Raghavendra Rau, 65, who most recently was CEO of SeaChange (Jay Samit was <a href="https://www.nexttv.com/news/seachange-hires-jay-samit-ceo-384920" data-original-url="https://www.multichannel.com/news/seachange-hires-jay-samit-ceo-384920">named his successor</a> in October 2014), and now serves as director of iProf Learning Solutions. Rau has previously served as a director of Aviat Networks and at Microtune. Rau is also late of Motorola.</p><p>-Philip A. Vachon, 56, is a founder and a principal owner of IPMG AG, a privately held global intellectual property licensing firm, formed in 2008. He has also served as a director of Unwired Planet, an intellectual property and technology licensing company, since June 2013. He is also the former president of Liberate International, Oracle and was on the board of Hostess Brands from 2007 to 2009.</p><p>-Glenn W. Welling, 44, is the founder and chief investment officer of Engaged Capital, which was founded in February 1012. Welling was also principal and managing director at Relational Investors, billed as a $6 billion activist equity fund. Welling is also late of Credit Suisse Group AG, S</p><p>“Despite our patience,” Engage Capital wrote, “the Board has never made a single proposal to Engaged regarding Board change or our highly-qualified nominees. Rather, the Board recently indicated that it does not plan to work with Engaged but instead intends to unilaterally select its own candidates for addition to the Board so as to avoid ‘disruption’ in the boardroom.”</p><p>Rovi responded with a statement of its own on March 12, noting that it is open to constructive input from all shareholders and that it has been in the process of evaluating “a number of qualified new board candidates” via the help of an independent executive recruiting firm. “We are currently in the final stages of that process.”</p><p>Rovi claimed it has kept Engaged Capital apprised of its progress, but said Engaged Capital “refused to cooperate and denied our requests to interview their recommended nominees that fit our search criteria,” and that the firm has tried to undermine the process.</p><p>“Based upon their action today, Engaged Capital, which is reported to own only 0.6% of the Company’s shares, is attempting to seize control of the Company without paying stockholders a control premium,” Rovi claimed. </p><p>Rovi has hired Credit Suisse to help it defend against actions being led by Engaged, <a href="http://www.reuters.com/article/2015/03/12/rovi-engagedcapital-idUSL4N0WE4RV20150312">Reuters reported last week.</a> Reuters also reported in February that Rovi has <a href="http://www.reuters.com/article/2015/02/27/us-rovi-m-a-idUSKBN0LV2HV20150227">received interested from private equity firms</a> that have focused on a possible sale of all of Rovi or portions of the company, but said it’s not yet clear if Rovi is currently open to a sale.  </p><p>Last month, Rovi posted a fourth quarter loss of $5.9 million (6 cents per share), on revenues of $134.2 million, down 12% from the year-ago period.</p>
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                                                            <title><![CDATA[ Possible Stalemate in ValueVision Proxy Fight ]]></title>
                                                                                                                                                                                                <link>https://www.nexttv.com/news/possible-stalemate-valuevision-proxy-fight-375238</link>
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                            <![CDATA[ Possible Stalemate in ValueVision Proxy Fight ]]>
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                                                                        <pubDate>Wed, 18 Jun 2014 20:45:00 +0000</pubDate>                                                                                                                                                                                                                                <category><![CDATA[Business]]></category>
                                                    <category><![CDATA[Content]]></category>
                                                                                                                    <dc:creator><![CDATA[ Mike Farrell ]]></dc:creator>                                                                                                                                                                                                                                                                    <media:content type="image/png" url="https://cdn.mos.cms.futurecdn.net/NZCqQTP6eXgWfrmuABnf5P-1280-80.png">
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                                <figure class="van-image-figure pull-" data-bordeaux-image-check ><div class='image-full-width-wrapper'><div class='image-widthsetter' ><p class="vanilla-image-block" style="padding-top:56.25%;"><img id="NZCqQTP6eXgWfrmuABnf5P" name="" alt="" src="https://cdn.mos.cms.futurecdn.net/NZCqQTP6eXgWfrmuABnf5P.png" mos="https://cdn.mos.cms.futurecdn.net/NZCqQTP6eXgWfrmuABnf5P.png" align="" fullscreen="" width="" height="" attribution="" endorsement="" class="pull-"></p></div></div></figure><p>ShopHQ parent ValueVision Media may have reached a stalemate with activist shareholder Clinton Group, losing four of eight board seats at its annual shareholders’ meeting Wednesday and casting a further cloud on the future of the company.</p><p>Clinton Group has pressed for big changes at the ShopHQ parent – it had proposed six new members to ValueVision’s eight-member board, including Freemantle Media North America CEO Thomas Beers, ousting current CEO Keith Stewart and proposing the Eden Prairie, Minn.-based company revamp its product mix and open an office in New York City.</p><p>In a statement Wednesday Clinton Group said “once the election results are certified, six of the eight directors of ValueVision will have joined the Board in 2014.”  That would presumably mean that Clinton Group’s full slate of six directors made the cut. But one person familiar with the vote said that two of ValueVision’s current directors – former COO of online advertising company MIVA Inc., Lowell Robinson and former Time Warner Cable COO Landel Hobbs, were appointed in 2014.</p><p>“It sounds like Clinton’s six nominees were elected, but that is not the case,” said one member of the investment community familiar with both companies.</p><p>The final results will not be certified until sometime next week, the person said.</p><p>Clinton Group president Gregory Taxin could not be reached for comment, but in a statement he said that the election result “are a clear message from shareholders that ValueVision needs to chart a different course, under new leadership. We are confident that there will be a solid, cohesive majority on the board to implement the changes to strategy and management shareholders have demanded.”</p><p>But with just four board seats, just how much change the activist investor can muster is still up in the air. In a statement, Value Vision said it expects to announce the election results in “the next few business days.”</p><p>“ValueVision has a proven track record of returning the company to growth and success, the right strategy to continue driving shareholder value, and a team of over 1,000 employees and hosts who are passionate about the company and the 1.4 million customers they serve,” ValueVision continued. The ValueVision board remains closely aligned with the interests of shareholders and remains focused on delivering continued success and value creation.”</p><p>ValueVison shares were up 7% (33 cents) to $5.01 per share on June 18.</p>
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