Carl Icahn Comments On Agreement With Gannett, Says 'Another Step Forward For Good Corporate Governance'

In a letter published Monday, activist investor Carl Icahn commented on recent discussions he held with Gannett Co., Inc. GCI relating to "shareholder friendly corporate governance" at the newly spun-off companies.

Icahn commented that he is "very pleased" with the agreement he entered with Gannett that will yield a "great result" for the company's shareholders.

Here are the corporate governance provisions at the soon to be spun-off "SpinCo" publishing company:

• SpinCo will not adopt a poison pill provision with a trigger below 20 percent.
• SpinCo will not have a "staggered" Board of Directors.
• Holders of 20 percent of the outstanding shares will be permitted to call special meetings of shareholders.
• If an investor accumulates a majority stake of SpinCo, investors will be permitted to remove and replace directors at a special meeting.
• SpinCo will not permit any super-majority voting provisions.
• If SpinCo's Board of Directors rejects an unsolicited offer for the company in favor of another bid, and permits the second bidder to conduct due diligence, the Board must also grant the first bidder equal access if it were to increase its offer above the second bid.

Icahn concluded that this agreement "marks another large step forward for good corporate governance" and that under these terms the company's shareholders will have a say in what happens at the company.