AOL Comments on Glass Lewis Report, Third Proxy Advisory Services Firm to Reject Starboard's Full Slate of Inexperienced Nominees
AOL, Inc. (NYSE: AOL), today issued the following statement in response to a report issued by Glass Lewis & Co. (“Glass Lewis”) regarding AOL's 2012 Annual Meeting of Stockholders to be held on June 14, 2012.
In response to the Glass Lewis report, AOL issued the following statement:
“We are pleased that Glass Lewis is the third proxy advisory services firm to reject Starboard's full slate of inexperienced director nominees. The Glass Lewis rejection of Starboard's full slate reinforces our belief that our director nominees have the qualifications necessary to most effectively lead AOL and to further enhance stockholder value. Importantly, Glass Lewis recommends that stockholders not vote for two of Starboard's nominees, Dennis Miller and James Warner, as neither have the diverse qualifications or significant operational, financial and public Board experience in AOL's areas of strategic focus that our current Board possesses. We believe AOL stockholders should not risk electing nominees with no relevant public company Board experience1 to guide a large company with a world-class collection of premium brands and which already has a fully functional and effective Board.
“However, we believe that Glass Lewis's recommendation is flawed and we are disappointed that Glass Lewis has recommended stockholders vote for Jeffrey Smith, a Starboard nominee who has no new media experience2. The AOL management team and Board have reached out to Mr. Smith numerous times to engage in a constructive board-level dialogue; however, Starboard has refused AOL's numerous requests to reach a mutually agreed upon outcome that benefits ALL stockholders. Starboard's distracting and misleading proxy campaign, led by Mr. Smith, furthers our belief that Mr. Smith's interests are not aligned with the interests of all stockholders. If elected, we strongly believe that Mr. Smith would impede a strategy that we believe is clearly working. Starboard's short-sightedness, in our view, is evidenced by what we perceive to be their intention to shut down Patch immediately, despite AOL's public commitment to bring Patch to run-rate profitability by the fourth quarter of 2013. We believe that the long-term prospects for AOL and Patch far outweigh the short-sighted interests of Starboard.
“Our Board, which includes eight highly qualified director nominees, has implemented a clear and consistent pattern of bold actions to deliver stockholder value. The Board has proven that it can drive value in the short-term while executing on a strategy that we believe will produce even greater long-term value. Furthermore, the Board has committed to adding two new Board members, which we believe will add fresh, relevant perspectives and further enhance stockholder value. At the same time, the Board is committed to managing all its investments with strict discipline and will only invest in it if we continue to see positive signs of consumer growth, engagement and ultimately, profitability. We strongly urge stockholders to maximize the full value of their investment by supporting the AOL Board's vision for long-term success and by voting FOR all of AOL's director nominees on the WHITE proxy card today.”
The AOL Board unanimously recommends that all stockholders vote FOR all of AOL's experienced and highly qualified director nominees: Tim Armstrong, Richard Dalzell, Karen Dykstra, Alberto Ibargüen, Susan Lyne, Patricia Mitchell, Fredric Reynolds and James Stengel.
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