On Thursday, May 31 at 12:00 p.m. EST, Glass Lewis held a Proxy Talk conference call with AOL Inc. shareholder and dissident director nominee Jeffrey C. Smith, co-Founder and CEO of Starboard Value LP. Mr. Smith would like to replace three of AOL’s current directors with himself, Dennis A. Miller, and James A. Warner. Starboard currently owns approximately 5.3% of the AOL’s common stock. The AOL Inc. annual meeting is June 14, 2012.
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Starboard is seeking to convince fellow shareholders to remove three out of eight AOL directors who are up for election at this year’s annual meeting, Mr. Alberto Ibargüen, Ms. Patricia Mitchell, and Mr. James Stengel. In their place, Starboard has proposed electing its co-founder and CEO, Jeffrey Smith as well as two other nominees: Mr. Dennis Miller, and Mr. James Warner.
Starboard believes AOL is deeply undervalued and that the current board has not taken the necessary steps to adequately address the serious issues facing the Company. Starboard believes the dissident nominees would bring significant and relevant experience, new insight and fresh perspectives to the AOL board. On the call, Glass Lewis will ask representatives of Starboard about their solicitation and their plans for the company if their nominees are elected.
To download a recording of this Proxy Talk, click here.