Dissident shareholder Carl Icahn has convinced two proxy advisory firms to back his slate for the board of Lions Gate Entertainment Corp. in advance of next week’s annual meeting.
Icahn is Lions Gate’s largest stockholder with 32.8 percent of the shares. He is attempting to buy the rest of the company with a $7.50 a share tender offer that has been renewed several times. The shareholders’ meeting is set for Dec. 14 in Los Angeles.
Proxy advisory firm Egan-Jones said it decided to back Icahn’s five-person slate because it is "imperative that the dissidents be heavily represented on the board." It particularly criticized the company for acting to dilute Icahn’s stake by selling new shares to a supportive board member, Mark Rachesky, who is the company’s second largest shareholder and up for re-election to the 12-person board.
“In our opinion, this (stock sale) exhibited poor governance, working to entrench current management and working against the Icahn tender offer, thus limiting the ability of other shareholders to decide for themselves on the company's future,” the firm said.
Also backing most Icahn’s candidates is Institutional Shareholder Services, an even more influential advisory firm used by large investment funds. ISS said it supports Icahn nominees Jay Firestone, a Canadian film producer; Michael Dornemann, a former chief executive at music and television company BMG Entertainment; and Daniel Ninivaggi, the president of the Icahn’s investment firm. But it did not endorse Icahn’s other candidates: Chris McGurk, a former executive at Overture Films and Metro-Goldwyn-Mayer, nor Harold Shapiro, a former Princeton University president.
ISS criticized a "disturbing pattern of the board's actions to gain a tactical advantage against Icahn. In a wry reference to Icahn’s own reputation for hard-ball tactics, the firm noted, "In the course of the past 10 months this board may have achieved what no other board has managed in at least four decades: make Carl Icahn look like a victim.”
Lions Gate on Thursday fired back with a letter to shareholders, advising them to back its five candidates, all but one of them incumbents. It called the ISS recommendation "disappointing." So far only Glass Lewis, a smaller advisory firm, has recommended the company's preferences for the board.
The company’s corporate headquarters are in Vancouver, British Columbia, Canada, but its studio and most operations are in Santa Monica.
For reprint and licensing requests for this article, CLICK HERE.