SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
|☐||Preliminary Proxy Statement|
|☐||Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))|
|☐||Definitive Proxy Statement|
|☐||Definitive Additional Materials|
|☒||Soliciting Material under Rule 14a-12|
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|☒||No fee required.|
|☐||Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.|
Title of each class of securities to which transaction applies:
Aggregate number of securities to which transaction applies:
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Proposed maximum aggregate value of transaction:
Total fee paid:
|☐||Fee paid previously with preliminary materials.|
|☐||Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.|
Amount Previously Paid:
Form, Schedule or Registration Statement No.:
April 9, 2020
TEGNA Sends Letter to Shareholders and Files Investor Presentation
Urges Shareholders to Vote FOR All TEGNA Nominees Using GOLD Proxy Card
Highlights Successful Transformation, Track Record of Value Creation, and Accomplished Board of Directors
Tysons, VA TEGNA Inc. (NYSE: TGNA) today sent a letter to shareholders about the Companys highly qualified, engaged and diverse Board and its outstanding track record of shareholder value creation. TEGNA has also filed a new investor presentation with the Securities and Exchange Commission detailing TEGNAs strategic transformation, track record of value creation and fit-for-purpose Board to oversee the continued execution of TEGNAs strategy.
The letter and presentation also outline the Boards serious concerns about Standard Generals self-interested proxy fight and its nominees to the TEGNA Board of Directors. Its concerns include:
Standard Generals track record (including at Media General, American Apparel, Radio Shack and Twin River Holdings) and significant investments in and influence over Standard Media Group and Mediaco Holding, two emerging competitors in the broadcasting industry.
Standard Generals behavior during this proxy fight, including blatant disregard for the facts about TEGNA and demonstrably false statements about TEGNAs margins, retransmission rates, deal multiples, debt covenants, engagement with potential buyers, and many other topics.
The risks to TEGNA shareholders of replacing any of TEGNAs Board members with Standard Generals nominees, especially at this time of national crisis.
The letter, investor presentation and additional information related to TEGNAs 2020 Annual Meeting of Shareholders scheduled for April 30, 2020 can be found at www.TegnaValue.com/.
Forward Looking Statements
Certain statements in this communication may constitute forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, including the statements regarding the receipt and consideration by the Board of Directors of TEGNA (the Board) of the unsolicited acquisition proposals or the actions of third parties with respect thereto. Any forward-looking statements contained herein are subject to a number of risks, trends and uncertainties that could cause actual results or company actions to differ materially from what is expressed or implied by these statements, including risks relating to the coronavirus (COVID-19) pandemic and its effect on U.S. and world financial markets, potential regulatory actions, changes in consumer
behaviors and impacts on and modifications to TEGNAs operations and business relating thereto, TEGNAs ability to execute on its standalone plan and potential developments involving one or more of the unsolicited acquisition proposals. Other economic, competitive, governmental, technological and other factors and risks that may affect TEGNAs operations or financial results are discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in subsequent filings with the U.S. Securities and Exchange Commission (the SEC). We disclaim any obligation to update these forward-looking statements other than as required by law.
Important Additional Information
TEGNA has filed a definitive proxy statement and form of GOLD proxy card with the SEC in connection with the solicitation of proxies for TEGNAs 2020 Annual Meeting of shareholders (the Proxy Statement and such meeting the 2020 Annual Meeting). TEGNA, its directors and certain of its executive officers will be participants in the solicitation of proxies from shareholders in respect of the 2020 Annual Meeting. Information regarding the names of TEGNAs directors and executive officers and their respective interests in TEGNA by security holdings or otherwise is set forth in the Proxy Statement. To the extent holdings of such participants in TEGNAs securities have changed since the amounts described in the Proxy Statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information can also be found in TEGNAs Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 2, 2020. Details concerning the nominees of TEGNAs Board of Directors for election at the 2020 Annual Meeting are included in the Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF TEGNA ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive Proxy Statement and other documents filed by TEGNA free of charge from the SECs website, www.sec.gov. TEGNAs shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to TEGNA, 8350 Broad Street, Suite 2000, Tysons, VA 22102, or from the TEGNAs website, https://www.tegna.com.
TEGNA Inc. (NYSE: TGNA) is an innovative media company that serves the greater good of our communities. Across platforms, TEGNA tells empowering stories, conducts impactful investigations and delivers innovative marketing solutions. With 62 television stations in 51 markets, TEGNA is the largest owner of top 4 affiliates in the top 25 markets among independent station groups, reaching approximately 39 percent of all television households nationwide. TEGNA also owns leading multicast networks Justice Network and Quest. TEGNA Marketing Solutions (TMS) offers innovative solutions to help businesses reach consumers across television, email, social and over-the-top (OTT) platforms, including Premion, TEGNAs OTT advertising service. For more information, visit www.TEGNA.com.
# # #
For media inquiries, contact:
Vice President, Corporate Communications
George Sard/Stephanie Pillersdorf/Andy Duberstein
Sard Verbinnen & Co.
For investor inquiries, contact:
Head of Investor Relations