Glass Lewis backs Tegna's board in fight with Standard General

Tegna Inc said on Wednesday that proxy advisory firm Glass Lewis had recommended that the U.S. regional TV station operator's shareholders vote for all 12 of its director nominees in the proxy contest against hedge fund Standard General LP.

Standard General, Tegna's largest shareholder with a stake of nearly 12%, is seeking to replace four of Tegna's directors with its own nominees, including founder Soohyung Kim, in a Tegna shareholder vote to be held on April 30.

Standard General has criticized Tegna's board members for having little broadcasting industry operating experience and for having failed to respond quickly to a potential takeover proposal. Tegna, on the other hand, has criticized Kim's prior business and board service.

Glass Lewis said it found several of Standard General's claims to be "unverifiable" or "flatly false". It added that the hedge fund had not put forward specific ideas to optimize Tegna's performance.

"Tegna's $11 stock price reflects the board's failure to hold Management to a standard of best-in-class performance and to capitalize on its great assets. We believe shareholders should demand more," Standard General said in a statement in respond to Glass Lewis' recommendation.

"Glass Lewis' recommendation for shareholders to support Tegna's highly qualified directors is a clear recognition of the strength and performance of our existing board and its excellent track record of value creation," Tegna chairman Howard Elias said in a statement.

Last week, another proxy adviser, Institutional Shareholder Services Inc (ISS), recommended that Tegna shareholders should elect only one of Standard General's four director nominees, Colleen Brown, on the basis that her "direct experience with local stations would appear to be additive to the board."

On Tuesday, Standard General revised its response to the ISS report, to clarify that the ISS recommendation applied specifically to Brown. In its original response last Friday, Standard General cited ISS as saying that votes are warranted on its white card to Tegna shareholders, without specifying whether this was just for Brown.

Tegna, a spinoff of Gannett Co Inc's broadcasting and digital arm, runs 62 TV stations in 51 U.S. markets, and reaches 39% of television households in the United States.

By Greg Roumeliotis