Tuesday, January 03, 2012

GCI asks SEC OK to exclude stockholder proposal

In a move I've never seen before an unusual move, Corporate is asking federal securities regulators for permission to exclude a shareholder-initiated proposal from coming to a vote at this spring's annual meeting.

The proposal, submitted by stockholders Donald and Susan Vuchetich, would require that Corporate settle certain shareholder lawsuits against the company through arbitration, rather than through the courts. The Vuchetiches, who own 500 GCI shares, said their goal is to reduce the company's cost of defending itself against large class-action suits brought by tort attorneys seeking big court awards.

In a letter to the U.S. Securities and Exchange Commission dated last Tuesday, Corporate argued that, if adopted, the Vuchetiches' proposal would violate federal laws. For that reason, the letter says, the proposal should not be brought to a vote at the May 1 annual meeting.

I learned about the proposal, and Corporate's position, when I received a notice this afternoon from the Investor Relations department.

Shareholders in publicly traded companies like Gannett can offer proposals for a vote before all stockholders. At the May 2010 meeting, for example, an Amalgamated Bank mutual fund asked stockholders to approve a resolution that would have encouraged the board of directors to change the way it compensated senior executives through so-called tax gross-up payments.

Directors typically recommend a "no" vote on such proposals.

But in the case of the Vuchetichs, Corporate wants to keep their proposal from ever coming to a vote. In the four years I've published Gannett Blog, this is the first time I recall Corporate taking such a position.

In the correspondence submitted to the SEC, there's nothing indicating whether Corporate tried to persuade the Vuchetichs to withdraw their proposal.

The Vuchetichs submitted the proposal to Corporate in November, according to a copy of their correspondence included with the SEC letter.

It's unclear where the Vuchetichs live; Corporate redacted their contact information in the SEC letter. A Google search turned up two individuals by that name in Ann Arbor, Mich.

Proxy report due March 16
The SEC letter also revealed that Corporate plans to publish the 2012 shareholders proxy report "on or about March 16."

The report is of particular interest to employees and stockholders because it will reveal how much the board paid CEO Gracia Martore and the other four highest-compensated executives in 2011.

Want to offer a proposal? 
From last year's annual proxy report:

Q: How do I submit a shareholder proposal or nominate a director for election at the 2012 Annual Meeting? 

A. To be eligible for inclusion in the proxy materials for the Company’s 2012 Annual Meeting, a shareholder proposal or nomination must be submitted in writing to Gannett Co., Inc., 7950 Jones Branch Drive, McLean, Virginia 22107, Attn: Secretary and must be received by November 25, 2011.

A shareholder who wishes to present a proposal or nomination at the Company’s 2012 Annual Meeting, but who does not request that the Company solicit proxies for the proposal or nomination, must submit the proposal to the Company at the same address no earlier than January 4, 2012 and no later than January 24, 2012.


  1. I've not known them to work out a settlement first on EEO complaints through arbitration. That's the first thing the EEOC asks and the answer has always been no.

  2. Great catch Jim. This is solid business coverage despite the other challenges and criticisms the blog gets. I can see why corporate wouldn't want to set that precedent however.


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