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Missed payments force Emmis to add independent directors

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Emmis Communications Corp. has missed dividend payments for six consecutive quarters, putting its preferred stockholders in line to elect two new directors to the company’s board.

The Indianapolis-based media company disclosed the upcoming change in its governance structure Thursday in a filing with the Securities and Exchange Commission. In a telephone interview Friday morning, Emmis General Counsel and Secretary J. Scott Enright said the company owes its preferred stockholders about $14 million in missed dividends. A missed payment Thursday triggered the board expansion.

Emmis' board currently has eight seats. As a result of its missed dividends, holders of the company's 3 million or so preferred shares have until the end of the day April 26 to nominate candidates to fill two new board positions. Preferred shareholders will vote exclusively on the two seats at Emmis' annual meeting July 14, with one vote per share owned.

Enright said the two candidates who get the most votes will be added to the Emmis board and will serve one-year terms.  Nominees are eligible for consideration so long as their service doesn’t create SEC ownership conflicts. Emmis' corporate governance guidelines prohibit directors from serving on more than six other public company boards; forbid them from holding interest in other broadcasters that would cause Emmis to violate FCC ownership limits; and require them not to be older than 70.

The two new board seats would be eliminated as soon as Emmis becomes current on its dividends, Enright said. The two new directors will receive the same compensation as other board members.

“They’ll be full-fledged members of the board of directors,” Enright said. “They’ll be up for re-election every year until we take care of the dividend arrearage.”

The new directors will have their first opportunity to influence Emmis direction at a board meeting immediately after the company’s annual meeting, Enright said.

Emmis lost $309.2 million in the fiscal year ended Feb. 28, 2009. The company has not yet disclosed full results for its latest fiscal year.

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  • It's Gotta be Hell
    No wonder Smulyan tried to go private a few years back; life could've been a lot easier for him if he'd pulled it off, obviously. And $14M isn't exactly chump change, either.

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  1. First, the Athenaeum is going to have to get past the hurdle with the Lockerbie residents and the agreement that the parcel would be residential. Second, and in my opinion, this prime piece of property should include parking, PLUS, a black box theater(s), some market rate and affordable artist housing and a plan to renovate and reconfigure the second story theater. I would negotiate to add the DeHaan property surface parking lot into the development mix, place a one story surface parking garage on the DeHaan lot on the street level (for the Dehaan tenants use during the daytime) and add a second story to the garage that would become an addition to the current second story theater and then change the direction of the theater by moving the stage across the alley and on top of the DeHaan lot parking. You can add all the stage elements that are currently missing from the Athenaeum stage to make it more attractive for use by Ballet, Opera and traveling productions. Plus, the theater changes would probably help solve some of the soundproofing issues. Alas,it does not seem to be a part of the strategic plan to conduct a study to determine best use of the property. Seems like the current plan is a quick and easy move that ignores the property best use/potential and any strategic property planning for the effect on future generations.

  2. I recall that MSA's pilings are still in the ground and hard to remove. It’s not likely any proposal will include significant underground construction/parking because of this. Start adding 2 floors of retail, 8 floors of parking and 5-10 floors of possible hotel, and/or 10-20 floors of residential, and you are at 30 floors already with possible expansion of all the uses. But then again I could be wrong.

  3. Accoriding to their website there is no deadline to the Do Not Call list. What is this article referring to??

  4. On what planet are they entitled to this largesse from the stockholders? These people make multi-million dollar salaries: Pay for your own personal travel.

  5. It matters because they're already paid enormously fat salaries: Pay for your own personal travel. Being "taxed on it" isn't a valid excuse--so what? They're still being gifted a raft of luxury perks from somebody else's money on top of an enormous, lavish salary.

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