Wednesday, February 23, 2011

Urgent: Shalala, Williams leaving board of directors

In a new filing with federal regulators, Corporate just announced that directors Donna Shalala and Karen Hastie Williams -- the board's longest-serving members -- are retiring, effective at the company's annual shareholders' meeting this spring.

Shalala's retirement from the 10-member governing body had been expected. But Williams' decision to leave is a surprise. What's more, she is an especially powerful board member, as she holds the position of presiding director -- in effect, the company's deputy chairman, alongside Chairman and CEO Craig Dubow.

In her place, the board said Director Duncan McFarland has been named presiding director and Marjorie Magner would become chair of the Audit Committee and a member of the Executive Committee, effective immediately.

Also in the filing with the U.S. Securities and Exchange Commission, the board disclosed that it had elected John Cody to the board, effective immediately. Cody is a former executive of Broadcast Music Inc. Cody presumably would fill one of the seats to be vacated by Shalala or Williams. However, the SEC filing doesn't say how the second vacant seat may be filled -- assuming it's not eliminated.

Shalala, Williams and McFarland were the last of the directors on the board in 2005 that promoted Dubow to CEO and then elected him chairman.

Text of announcement
McLEAN, VA – Gannett announced today that Donna E. Shalala and Karen Hastie Williams plan to retire from the company’s Board of Directors this year. The company also announced that John E. Cody, former Executive Vice President and Chief Operating Officer of Broadcast Music, Inc., has been elected to the Board, effective immediately.

Ms. Shalala has reached retirement age for directors. Ms. Williams intends to devote more time to her personal and other professional interests. Both will serve as directors through the 2011 Annual Meeting but will not stand for re-election to the Board.

“Donna Shalala and Karen Williams have served our Board with distinction. We are grateful for their long-time dedication to Gannett and its shareholders,” said Craig A. Dubow, Gannett Chairman and Chief Executive Officer. “At the same time, we are pleased to welcome John Cody to our Board. John is well respected in the music broadcast industry, so we are delighted he chose to join Gannett’s Board after his successful career at BMI.”

Ms. Shalala, 70, joined the Gannett Board in 2001. She has served as President of the University of Miami since 2001. She was Secretary of the United States Department of Health and Human Services from 1993 to 2001.

Ms. Williams, 66, joined the Gannett Board in 1997. She is a retired partner in the Washington, D.C. law firm of Crowell and Moring LLP. She has served as the Presiding Director since 2004 and as chair of the Audit Committee since 1999.

Mr. Cody, 64, served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 to November 2010. Previously, he served as BMI’s Senior Vice President and Chief Financial Officer from 1999 to 2006. Before joining BMI, he served as Vice President/Controller of the Hearst Book Group and Vice President/Finance and Chief Financial Officer for the U.S. headquarters of LM Ericsson. Mr. Cody has broad business, music broadcast and publishing industry experience and financial expertise from the various senior management roles he held with BMI, Hearst and Ericsson. He is also Chairman of the Tennessee Performing Arts Center.

In addition, the company announced that Duncan M. McFarland would become Presiding Director and Marjorie Magner would become Chair of the Audit Committee and a member of the Executive Committee, effective immediately.


  1. Long overdue... it's about time!

  2. The departure of these two board members is some of the best news we've received in many years.

    In particular, Williams never demonstrated -- publicly, anyway -- the backbone needed to challenge management in ways one would expect from the most powerful independent director.

    What's more, her willingness to spread herself so thinly across so many other corporate boards -- especially in the crucial area of auditing -- did not serve Gannett's shareholder interests.

  3. ....leaving just one woman on the board of directors....also just one minority.....and puts an expert on executive compensation as chairman of the board....oh, oh, oh....

  4. Sure, take the millions and leave now that a once great company is a shell of it's former self. If what the board of directors has done is not criminal, it should be. Shame on them all!

  5. Why do I hear the Steve Miller band singing "Take The Money and Run"?

  6. My Boss nailed it again.

  7. Excellent! Another 64 year old no name in the industry joining the Gannett board. One would think that they might want to find a younger board member with Digital experience!?! Just a me crazy.

  8. Please please please give us someone with a pulse for news ... and a clue about how to inspire great leadership. Lord, hear our prayer.

  9. These two should have been thrown out, not allowed to retire. They sat there and approved grotesque bonus and other payouts to a group of senior executives who are responsible for its decline. Shameful.

  10. I could care less how many women or men make-up our board. Give us 10 monkeys as long as they can lead us, inspire us, move us forward, and make us feel like we are working toward something.

    "A ragged house long bereft of Lordship."

  11. The board is packed with people who support Dubow's shortsighted and harmful moves and continue to lavish money on him and his sycophants. Then they go home and cash their checks until it's time to further erode Gannett's competitive abilities. Why would anyone think new blood would make a bit of difference?

  12. I had always thought better of Donna Shalala until 2006: Just as University of Miami President Donna Shalala is fighting off attempts by low-wage janitors at her campus to win a living wage, the Sunday New York Times magazine goes and prints a two-page spread about her luxury home in Coral Gables.

  13. The board was and continues to be useless to stockholders. How it can keep Dubow and Martore in office, and AT THE SAME TIME GIVE THEM BONUSES, is beyond reason!

  14. Ta ta Sha-la-la!!! You and your crony Williams were more concerned about board and executive pay and perks than about this company going into the sewer.


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