Cincinnati Bell Inc. (NYSE: CBB), today announced that Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co. (“Glass Lewis”),
leading independent proxy advisory firms, have recommended that
Cincinnati Bell shareholders vote the WHITE proxy card FOR ALL
the Company’s highly qualified and experienced director nominees
standing for election at the annual meeting of shareholders to be held
on May 1, 2018.
ISS and Glass Lewis both observed that GAMCO has not made a compelling
case that change at the board level is warranted. In its April 16, 2018
report, ISS concluded that:
“As the dissident has not made a compelling case that change is
warranted at the board level, votes FOR all management nominees on the
WHITE card are warranted.”
Concerning the dissident’s opposition to the Hawaiian Telcom
transaction, ISS added:
“GAMCO's limited disclosure makes it difficult for other shareholders
to properly assess its case, given that its public critique is limited
to a sole paragraph, which includes one sentence on the [Hawaiian
Telcom] acquisition itself, with no analysis to support the
dissident's underlying opposition to the transaction.”
Additionally, in its April 12, 2018 report, Glass Lewis specifically
“GAMCO has not demonstrated, in our opinion, how the election of any
of its nominees in place of the incumbents it has left off its slate
would result in a potentially superior outcome for shareholders.”
Furthermore, Glass Lewis noted its support for the Company’s
transformation strategy and recent acquisitions initiated by the board,
“The board has provided shareholders with detailed information
regarding the Company's transformation strategy… In our view, [the
Hawaiian Telcom and OnX] acquisitions are in line with the Company's
transformation and growth strategy as it seeks to build two businesses
which leverage the Company's strengths and experience, capitalize on
market opportunities and trends, enhance revenues and cash flows and
lead to a higher market valuation, and ultimately deliver greater
shareholder value and returns.”
“We are very pleased that ISS and Glass Lewis have recommended that
shareholders vote for all Cincinnati Bell’s highly qualified and
experienced director nominees. ISS and Glass Lewis’ recommendations
reaffirm our strong belief that Cincinnati Bell has the right board and
the right strategy in place to deliver long-term growth and sustained
shareholder value creation,” said Phil Cox, Chairman of the board of
Cincinnati Bell shareholders are reminded that their vote is extremely
important, no matter how many or how few shares they own. Cincinnati
Bell urges shareholders to follow ISS and Glass Lewis’ recommendations
and vote FOR ALL the Company’s director nominees – Phillip R.
Cox, John W. Eck, Leigh R. Fox, Jakki L. Haussler, Craig F. Maier,
Russel P. Mayer, Theodore H. Torbeck, Lynn A. Wentworth and Martin J.
Yudkovitz – on the WHITE proxy card today.
Shareholders can vote by completing, dating and signing the
Company-provided WHITE proxy card, or by telephone or the
internet by following the instructions on the WHITE proxy card.
Shareholders are urged to discard any blue proxy card or voting
instruction card they may receive from GAMCO. Shareholders who have
already returned a blue proxy card can change their vote by signing,
dating and returning a WHITE proxy card today. Only the
latest-dated proxy card counts.
If you have questions or need assistance voting your shares please
contact:<br/>INNISFREE M&A INCORPORATED<br/>TOLL-FREE, at
For more information about Cincinnati Bell’s annual meeting of
shareholders, please visit: http://investor.cincinnatibell.com/sec-filings.
Article source - Business Wire, all right reserved. Copyright 2018
Trademarks, logos, pictures and other items may be copyright of firms mentioned in this article.