Highlights from the world 
of Proxy Papers you can’t afford to miss: Tribune Publishing, Nabors Industries, E.ON, Islami Bank, Orange, and Goog—sorry, Alphabet
Tribune Publishing Company
NYSE – June 2
Following a series of publicly rebuffed takeover offers, Gannett Co., Inc. has elected to pursue a contested solicitation at Tribune Publishing Company’s June 2, 2016 annual meeting. However, in lieu of the more traditional practice of submitting a competing slate to replace some or all of Tribune’s incumbent board members, Gannett has elected only to solicit withhold votes in relation to management’s nominees as an indirect means to indicate broader investor appetite for additional engagement regarding a formal transaction. Tribune’s pointed rebuke hinges on the fact that management and the board were substantially reconstituted at the start of 2016 for the express purpose of pursuing a material transformation of the firm. The board thus argues that accepting a modestly priced buy-out offer before the fruits of this turn-around effort are apparent – but after a persistent decline in trading value that left Tribune languishing near all-time lows in share price and valuation – would be tantamount to allowing Gannett to steal Tribune from investors.
Nabors Industries Ltd.
NYSE – June 7
Nabors Industries has constantly been targeted by shareholders in recent years for a number of perceived governance failings. While the 2015 annual meeting saw the Company receive majority support for its say-on-pay proposal for the first time in five attempts, several directors still received majority opposition, likely due to the board’s decision not to implement a proxy access shareholder proposal supported by shareholders in 2014. This year, it appears that a familiar trend of “one step forward, one step back” is set to continue. While the board produced a sustainability report at the request of shareholders, it opted to keep its 5% ownership threshold for proxy access despite shareholders supporting a 3% proposal last year. On the compensation front, the board’s decision to grant CEO Anthony Petrello a one-time $14 million transaction award will likely raise eyebrows given the Company’s history of excessive executive compensation and failed say-on-pay votes.
E.ON SE
Deutsche Börse – June 8
Over the past few years, E.ON has struggled following legislative decisions under the Energiewende , a socio-political movement to phase out non-renewable and nuclear energy in Germany. In response to the changing face of the industry, the utilities conglomerate announced ambitious plans to amend its strategy and organizational setup in November 2014, which included a proposal to separate the Company’s traditional and renewable energy businesses.
Less than two years later, E.ON now seeks shareholder approval of its spin-off plan, under which just over half of the shares of Uniper SE, a newly-formed company which has independently managed E.ON’s conventional generation, energy trading, and exploration activities since the start of the year, will be granted to Company shareholders with Uniper shares being admitted to trading on the Frankfurt Stock Exchange immediately afterwards. While E.ON also initially intended to carve out its entire nuclear segment, it has decided to retain its national nuclear energy business due to legal ambiguity related to future decommissioning and waste storage liabilities.
While few can fault the responsiveness of the Company to the changing industry landscape, shareholders may be seeking further clarification from management as to the high costs of the spin-off as well as the financial viability of the new entity.
Islami Bank Bangladesh Limited
Dhaka Stock Exchange – June 2
It’s been nearly four years since Islami Bank Bangladesh Limited was named in a U.S. Senate report on terrorist financing and money laundering, which led to a number of international banks ceasing to conduct transactions with the Company. While the Company has taken steps to improve its reputation, such efforts may be for nought as it now faces potential nationalization. The continued scrutiny is due to alleged links with the Jamaat-e-Islami party, and its involvement in Bangladesh’s founding in 1971. During the past year, the government investigated suspicious transactions and ultimately sought the dismissal of the deputy managing director and four independent directors, with one director being charged with offences relating to laundering illegal income and foreign currencies. The next step would be an amendment to the International Crimes (Tribunals) Act of 1973 that would allow groups such as Jamaat to be banned, and affiliated entities, allegedly including the Company, to be declared abandoned.
Orange S.A.
Euronext Paris – June 7
Orange is certainly no stranger to criticism from its own employees. At the 2016 annual meeting, employee shareholders will again challenge the board’s dividend policy. This year, employee shareholders have also requested an amendment to the company’s articles of association to limit external directorships. In addition to evaluating these employee concerns, shareholders will have the opportunity to evaluate whether the board’s rationale for failing to meet mandatory board diversity quotas is sufficiently compelling. It remains to be seen whether shareholders will be in a forgiving mood following the collapse of merger talks with Bouygues in early April, which dragged the share price of European telecoms down with its own.
Alphabet Inc.
NASDAQ – June 8
Shareholders of the company formerly known as Google will cast their votes at Alphabet’s 2016 annual meeting knowing that their voices are unlikely to have much influence on governance matters in light of the triple-class share structure in place. Nonetheless, the annual meeting provides an opportunity to weigh in on matters amidst a backdrop of increasing scrutiny of Alphabet’s business practices from antitrust regulators across the globe. Governance concerns from previous years surrounding the astronomical levels of equity compensation ($5.2 billion in 2015) and the independence of committee members will likely resurface, while shareholders will also vote on several shareholder initiatives on topics including the Company’s disclosure of political contributions, lobbying activities, and gender pay equity.