Excerpts: Tribune Publishing Company Schedule 13D/A
- On January 17, 2019, Dr. Soon-Shiong, Nant Capital and one of their affiliates (the “PSS Parties”) entered into a Standstill and Voting Agreement (the “Standstill Agreement”) with the Issuer under which the Standstill Parties agreed that, until June 30, 2020, they and their affiliates will not
- (a) make or participate in any “solicitation” of “proxies” (as defined in the rules of the SEC) to vote, or seek or advise or knowingly influence any person with respect to the voting of any voting securities of the Issuer,
- (b) join or participate in a “group” (as defined in the rules of the SEC) in connection with any voting securities of the Issuer,
- (c) seek to control or knowingly influence the management, board of directors (the “Board”) or policies of the Issuer, subject to certain exceptions,
- (d) take any action that would reasonably be expected to require the Issuer to make a public announcement regarding any of the foregoing prohibited actions or
- (e) enter into any arrangements with or encourage any other persons in connection with any of the foregoing matters.
- Under the Standstill Agreement, the PSS Parties also agreed that, until June 30, 2020, they and their affiliates will vote their shares of Common Stock
- (a) in favor of each nominee or director designated by the Nominating and Governance Committee of the Board at each election of directors and
- (b) in accordance with the Board’s recommendation on any “Change of Control” (as defined in the Standstill Agreement) transaction involving the Issuer brought to a vote of the Issuer’s stockholder, subject to the transaction meeting certain minimum price requirements.