In the first quarter of 2023, we contacted our 21 largest stockholders as reported to the SEC (including 20 non-affiliated institutional investors and one affiliated investor) in connection with year-end 2022 filings for our institutional investors, representing an estimated 66% of our shares outstanding as of March 31, 2023, to offer a call with members of senior management as well as a member of the Compensation Committee of the Board of Directors (schedules permitting) to discuss the Company’s ongoing corporate governance, social responsibility and environmental activities (hereinafter collectively referred to as “ESG”) as well other issues important to stockholders. We received responses from 86% of the stockholders contacted of which the majority (representing approximately 66% of the shares held by our top 21 stockholders) responded that they did not require a call this year. Stockholders representing approximately 20% of the shares held by our top 21 stockholders participated in calls and were generally positive about the Company’s ongoing progress on its ESG initiatives. We report the results of our annual stockholder outreach initiative to its Board of Directors which the Board of Directors and management review and use to shape future ESG initiatives.
In response to stockholder feedback in prior years, we have taken a number of actions including:
- Recommending a proposal to declassify the Board of Directors,
- Beginning the process of board refreshment by appointing Bernadette Aulestia in 2021 and beginning the search for a diverse replacement candidate for Dennis Miller who stepped down in 2022 to become President, The CW Network,
- Preparing and making available on our website in 2023, our first ESG report summarizing our ESG policies and initiatives and with disclosures aligned with the Sustainability Accounting Standards Board (SASB) disclosure standard for the Media & Entertainment industry,
- Making available on our website certain of our EEO-1 reports,
- Committing to comply with new SEC rules to adopt a formal clawback policy,
- Working to collect internal data in order to develop policies regarding reducing carbon emissions, and
- Supporting journalistic integrity and unbiased, fact-based journalism.
We are committed to engaging with our investors to ensure that their perspectives on corporate governance and other issues are thoughtfully considered.
Active Investor Relations Function
We maintain an active and accessible investor relations function. In 2022, we participated in 12 investor conferences and organized group investor meetings and met with over 200 investors in total at these meetings. In addition, we maintain an active dialogue with research analysts and investors on an ad hoc basis throughout the year.