Noting that both Nexstar Media Group and TEGNA “take seriously the concerns” expressed by DirecTV in regard to their compliance of a preliminary injunction ordering a “hold separate” state of affairs between the two TV station ownership groups, a freshly filed status report shows where Nexstar is on reconstituting TEGNA’s Board of Directors.
The company led and founded 30 years ago by Perry Sook still has work to do.
In a filing submitted to Troy Nunley, the judge in the U.S. District Court for the Eastern District of California in Sacramento, a team of attorneys including those from Morrison & Foerster and Wilkinson Stekloff state that both Nexstar and TEGNA “are committed to demonstrating their compliance with the Preliminary Injunction, both in holding TEGNA separate and in maintaining TEGNA’s value as a stand-alone entity.”
The update shares how the TEGNA Board of Directors was scheduled to meet on the afternoon of August 6, but the meeting meeting was cancelled in response to Nunley’s order to create a new board without any Nexstar executives.
Nexstar mostly complied. Four of the five TEGNA Directors resigned from the Board in response to the order — Sook, Nexstar’s Chairman and CEO; President/COO Michael Biard; General Counsel Elizabeth Ryder; and third-party consultant Timothy Busch.
The fifth TEGNA Director — Nexstar CFO Lee Ann Gliha — has yet to resign from the
TEGNA Board.
There’s good reason for that, Nexstar and TEGNA counsel explain to Nunley. In Delaware and according to TEGNA’s bylaws — and at the advice of TEGNA’s corporate counsel —
TEGNA cannot have all its directors resign without appointing new directors.
“Gliha will resign as a TEGNA Director as soon as a new TEGNA Board of Directors is appointed,” the legal counsel for Nexstar and TEGNA pledge.
How long will that process take?
Nexstar and TEGNA “are actively recruiting director applicants who fit the criteria set forth by the Court,” and this process requires establishing a compensation structure for TEGNA’s new directors, as well as other terms. The process also requires vetting applicants to ensure their fitness for the role and sufficient familiarity with the media industry for at least some directors, the companies’ legal representatives state.
As such, time is ticking, and Nexstar and TEGNA are proactively raising to Nunley the fact that the process of selecting and appointing a new TEGNA board may take longer than the 10-day window he ordered.
Accordingly, Nexstar has asked the court for permission to submit another status report by August 31. If the new TEGNA Board is appointed before then, TEGNA and Nexstar will file the status report ahead of time.
Lastly, TEGNA and Nexstar pledge that Gliha “will not take any actions in her capacity as a TEGNA Director, without express permission from the court.”
