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AOL Blasts Dissident Director Candidates Who Win A Key Endorsement

DAVID LIEBERMAN, Executive Editor
June 4, 2012
AOL Beats Back Dissident Proxy Fight To Join Its Board
AOL Beats Back Dissident Proxy Fight To Join Its Board

AOL and dissident shareholder Jeffrey Smith may be able to give President Obama and Mitt Romney a lesson in negative campaigning in the run-up to a June 14 shareholder vote for eight openings on the Internet company’s board. AOL was livid this weekend after investor advisory service ISS endorsed two of the three members of a slate nominated by Smith, who runs hedge fund Starboard Value. The firm urged AOL investors to support Smith, who controls 5.3% of the company’s shares, and his ally investor Dennis Miller. The dissidents “have made a compelling case that shareholders would benefit from additional directors with both industry knowledge — particularly of the evolving display advertising segment, where the company believes (but the dissident doubts) there is growth potential — and a deep, unconflicted commitment to objective business analysis and capital allocation,” ISS says. Smith says that his slate — which includes Jim Warner of digital marketing advisory firm Third Floor Enterprises — is “firmly committed to working constructively with the other board members to achieve the best possible success for AOL while representing the best interests of all shareholders.” But AOL says it does not believe that the two ISS-supported candidates “have demonstrated a basic understanding of AOL’s business model, nor do we believe that they have a viable plan for AOL other than to break up and liquidate the Company.” AOL adds that it “has reported three consecutive quarters of better than expected earnings results and has significant momentum, and we believe ISS has recommended directors that will severely impair that momentum.”  AOL shares are up nearly 80% so far in 2012. But much of the increase is due to the company’s $1.1B patent sale for which Smith had lobbied. That “may speak volumes about the need for similar catalysts in a board’s internal processes,” ISS says. Another investor advisory firm, Egan-Jones, recently supported AOL’s eight candidates.

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