DRAFT — Prepared by Calderwood & Harkness LLP — Privileged & Confidential — For Board Review Calderwood & Harkness LLP
AURELIUS GLOBAL MEDIA GROUP PLC 14 Sceptre Row, London EC2V 7QN, United Kingdom
FOR IMMEDIATE RELEASE [Subject to Board Approval]
June 8, 2024
Aurelius Global Media Group Announces Results of 2024 Annual General Meeting of Shareholders
Board Welcomes Three New Independent Directors; Expresses Gratitude to Departing Board Members
LONDON and NEW YORK — June 8, 2024 — Aurelius Global Media Group PLC (NYSE: AGMG; LSE: AGMG.L) ("Aurelius," "AGMG," or the "Company") today announced the results of its 2024 Annual General Meeting of Shareholders (the "Annual General Meeting" or "AGM"), which was held on Friday, June 7, 2024, at the Company's principal executive offices at 14 Sceptre Row, London EC2V 7QN, United Kingdom. At the Annual General Meeting, shareholders elected directors to serve on the Company's Board of Directors (the "Board") and acted on the additional matters set forth in the Company's Notice of Annual General Meeting and Proxy Statement, each as previously distributed to shareholders.
The Company conducted its Annual General Meeting with robust shareholder participation. As of the record date, the Company had 412,600,000 ordinary shares outstanding and entitled to vote. A total of 351,280,400 shares were voted at the Annual General Meeting, representing approximately 85.1% of all shares outstanding — a level of participation that reflects the deep engagement of the Company's shareholder base.
Election of Directors
Newly Elected Directors
The Company is pleased to announce the election of three new independent directors to the Board, each of whom will serve until the next annual general meeting of shareholders or until his or her successor is duly elected and qualified:
Malcolm Trask. Mr. Trask received 241,632,915 votes FOR his election, representing approximately 68.8% of the votes cast. Mr. Trask, age 58, is the former Chief Executive Officer of Archway Digital Holdings Inc., a position he held from 2015 to 2022. During his tenure at Archway Digital, Mr. Trask led the company's transformation from a traditional media distribution platform to a leading digital content aggregation and technology enterprise, overseeing the growth of the business from approximately $900 million in annual revenue to more than $3.2 billion. Mr. Trask brings to the Board extensive experience in digital media strategy, technology leadership, operational transformation, and the management of complex, multi-platform media businesses. Mr. Trask holds a Bachelor of Science in Electrical Engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Wharton School of the University of Pennsylvania.
Vanessa Loring. Ms. Loring received 228,231,780 votes FOR her election, representing approximately 65.0% of the votes cast. Ms. Loring, age 44, is a Managing Director at Corvus Peak Capital Partners LP, a leading activist-oriented investment management firm, where she oversees investments in the media, telecommunications, and technology sectors. Ms. Loring brings to the Board deep expertise in corporate strategy, corporate governance, capital allocation, and capital markets, having advised and engaged with the boards and management teams of numerous public companies across a range of industries. Prior to joining Corvus Peak, Ms. Loring was a Vice President in the Mergers & Acquisitions group at Ashford Bancorp. Ms. Loring holds a Bachelor of Arts in Economics from Yale University and a Juris Doctor from Columbia Law School.
Dr. Raymond Chu. Dr. Chu received 234,554,027 votes FOR his election, representing approximately 66.8% of the votes cast. Dr. Chu, age 61, is the former President of Helix Media Networks Inc., a position he held from 2012 to 2021. At Helix Media Networks, Dr. Chu was responsible for the day-to-day management and strategic oversight of one of the largest cable and satellite content distribution networks in North America, with programming reaching more than 80 million households. Dr. Chu brings to the Board significant experience in media operations, content distribution, network management, and regulatory affairs. Dr. Chu holds a Bachelor of Science in Communications from Northwestern University, a Master of Arts in Media Studies from the University of Southern California, and a Doctor of Philosophy in Information Science from Carnegie Mellon University.
Directors Continuing in Office
In addition to the three newly elected directors, the following directors were re-elected or continue to serve on the Board of Directors:
• Dame Elspeth Greenvale, Independent Non-Executive Chair
• Priya Nair-Whitfield, Interim Chief Executive Officer and Chief Operating Officer
• Lucinda Farrow-Grant, Independent Non-Executive Director
• Reginald Osei, Independent Non-Executive Director
• Dr. Anwen Llewellyn, Independent Non-Executive Director
• Garrett Voss, Chief Financial Officer
The Company notes that one Board seat remains vacant following the resignation of Marcus Vane from the Board on March 8, 2024. The Board will consider the filling of this vacancy in due course in accordance with the Company's governing documents and applicable law.
Departing Directors. The Company also notes that the following directors were not re-elected at the Annual General Meeting and will be departing the Board of Directors effective upon the certification of the election results:
• Tobias Kessler — received 156,321,778 votes FOR his election, representing approximately 44.5% of the votes cast.
• Hugh Pemberton — received 138,204,558 votes FOR his election, representing approximately 39.3% of the votes cast.
• Sofia Delgado-Ríos — received 147,627,022 votes FOR her election, representing approximately 42.0% of the votes cast.
Under the Company's Amended and Restated Bylaws, as adopted on March 22, 2022, the plurality voting standard applies in contested elections of directors. As the election at the 2024 Annual General Meeting constituted a contested election, the nominees who received the highest number of votes cast were elected to serve as directors.
Statement from the Independent Non-Executive Chair
Commenting on the results of the Annual General Meeting, Dame Elspeth Greenvale, Independent Non-Executive Chair of the Board of Directors, said:
"On behalf of the entire Board of Directors, I am pleased to welcome Malcolm Trask, Vanessa Loring, and Dr. Raymond Chu to the Board of Aurelius Global Media Group. The results of the Annual General Meeting reflect a clear mandate expressed by our shareholders, and the Board is committed to working constructively and collaboratively with all directors to advance the interests of Aurelius and its shareholders.
"Malcolm, Vanessa, and Raymond each bring exceptional strength and breadth of experience to our Board. Malcolm's track record of leading digital media transformation at scale, Vanessa's deep expertise in corporate strategy, governance, and capital markets, and Raymond's extensive experience in media operations and network management collectively strengthen the Board's capabilities across every dimension of our business. I am confident that the reconstituted Board is well-positioned to guide the Company through its next phase of growth and to build on the strong business platform that Aurelius has established across its four segments: Streaming & Digital Content, Live Entertainment & Events, E-Commerce & Merchandising, and Advertising & Brand Partnerships."
Dame Elspeth continued:
"I would also like to express, on behalf of the Board and the entire Aurelius organization, our deep gratitude to the departing directors — Tobias Kessler, Hugh Pemberton, and Sofia Delgado-Ríos — each of whom served this Company and its shareholders with great distinction.
"Tobias Kessler has been a dedicated and tireless member of this Board for many years, providing invaluable leadership of key Board committees and bringing his unwavering commitment to sound corporate governance and fiscal discipline. Tobias's career as Managing Partner of Kessler Marsh Advisory LLP shaped his rigorous approach to board stewardship, and his counsel has been a tremendous asset to the Company.
"Hugh Pemberton, as a co-founder of Aurelius Global Media Group, has been instrumental in building this Company from its earliest days. Hugh's foundational contributions, beginning at the time of the Company's incorporation in 2009, and his long and devoted tenure on the Board are part of the bedrock on which Aurelius stands today. His vision, entrepreneurial spirit, and deep love for this Company are reflected in every aspect of the enterprise we have become.
"Sofia Delgado-Ríos has been a valued and insightful independent voice on our Board, bringing her extensive experience as a leading media industry consultant to bear on the strategic and operational questions confronting the Company. Sofia's sharp analytical perspective and her thoughtful counsel have contributed meaningfully to the Board's deliberations over the course of her service.
"We wish each of them well in their future endeavors, and we are grateful for their lasting contributions to Aurelius."
Looking Ahead
The reconstituted Board of Directors will convene promptly to address organizational matters, including committee assignments, governance priorities, and other matters within the Board's purview. The Board remains focused on continuing to drive shareholder value and operational excellence across the Company's global platform.
Aurelius Global Media Group enters this period from a position of strength. In fiscal year 2023, the Company generated revenue of $4.37 billion and EBITDA of $812 million, reflecting an EBITDA margin of 18.6%. As of the most recently reported period, the Company's market capitalization was approximately $8.65 billion. The Company employs approximately 23,400 people worldwide, supporting its operations across more than 30 countries.
Priya Nair-Whitfield continues to serve as Interim Chief Executive Officer and Chief Operating Officer, providing stable and effective leadership of the Company's day-to-day operations and strategic execution.
About Aurelius Global Media Group PLC
Aurelius Global Media Group PLC is a leading global media and entertainment company incorporated in the State of Delaware and headquartered in London, United Kingdom. The Company's ordinary shares are listed on the New York Stock Exchange (NYSE: AGMG) and on the premium segment of the Official List of the Financial Conduct Authority, with shares admitted to trading on the Main Market of the London Stock Exchange (LSE: AGMG.L).
Aurelius operates through four business segments:
• Streaming & Digital Content (approximately 42% of FY 2023 revenue), including the Company's flagship streaming platform, Luminos, which was launched in 2019 and now serves subscribers in more than 45 countries;
• Live Entertainment & Events (approximately 24% of FY 2023 revenue), encompassing live concert tours, theatrical productions, immersive experiences, and global events programming;
• E-Commerce & Merchandising (approximately 19% of FY 2023 revenue), including direct-to-consumer retail, licensed merchandise, and digital commerce platforms; and
• Advertising & Brand Partnerships (approximately 15% of FY 2023 revenue), comprising advertising sales, branded content, and strategic brand partnership arrangements across the Company's portfolio of media properties.
In fiscal year 2023, Aurelius reported revenue of $4.37 billion and EBITDA of $812 million. The Company employs approximately 23,400 people worldwide.
The Company's principal executive office is located at 14 Sceptre Row, London EC2V 7QN, United Kingdom. The Company's Delaware registered agent is Pinnacle Corporate Services Inc., 1209 Orange Street, Wilmington, Delaware 19801.
For more information, visit www.aureliusglobalmedia.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding the Company's future Board priorities, organizational matters, committee assignments, governance priorities, strategic direction, operational outlook, and other statements that are not historical facts. These statements are generally identified by the use of words such as "will," "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "positioned," "focused," "committed," and similar expressions, although not all forward-looking statements contain such identifying words.
These forward-looking statements are based on current expectations, estimates, and assumptions as of the date of this press release and involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from those anticipated include, but are not limited to, the risks and uncertainties set forth in the Company's most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission ("SEC"), including under the heading "Risk Factors," and in the Company's other filings with the SEC and the Financial Conduct Authority, as applicable.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law or regulation.
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INTERNAL DRAFT NOTES — CALDERWOOD & HARKNESS LLP PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION NOT FOR DISTRIBUTION OUTSIDE AGMG LEGAL DEPARTMENT
June 8, 2024
MEMORANDUM
Nadine:
Please find enclosed our draft of the proposed press release to be issued by the Company following the results of the 2024 Annual General Meeting of Shareholders held on June 7, 2024. We offer the following annotations and recommendations for your consideration:
1. Contact Information. The draft contains placeholder fields for the media relations and investor relations contacts. We respectfully request that the AGMG Communications Department and Investor Relations team supply the appropriate names, titles, direct telephone numbers, and email addresses at their earliest convenience so that these may be inserted prior to final Board approval.
2. Outside Counsel SEC Disclosure Review. We recommend that the final draft of this release be reviewed by Martin Cho at Ashworth Velmoran LLP, in his capacity as the Company's standing outside counsel for SEC disclosure compliance, prior to issuance. In particular, we would ask Martin's team to confirm the adequacy of the forward-looking statements disclaimer and to review the release for consistency with the Company's prior SEC filings, including the most recent Annual Report on Form 20-F and any interim reports on Form 6-K.
3. Timing of Release. We recommend that the Board approve the release at the earliest practicable time, and ideally before the opening of trading on Monday, June 10, 2024, the first trading day following the Friday, June 7 AGM. Prompt issuance is advisable to satisfy the Company's disclosure obligations under the SEC's Form 8-K reporting requirements (Item 5.07 — Submission of Matters to a Vote of Security Holders) and to ensure timely notification under the FCA's Disclosure Guidance and Transparency Rules ("DTR") given the Company's premium listing on the London Stock Exchange. We would anticipate filing the release as an exhibit to the Form 8-K and coordinating any cross-filing or notification required under DTR 6.1 and related provisions.
4. Tone and Framing. The tone of the release is deliberately constructive and forward-looking, consistent with the Board's fiduciary obligations to treat the election results with appropriate respect for the shareholder franchise. The language acknowledges the mandate expressed by shareholders, welcomes the incoming directors, and thanks the departing directors for their service. This approach is consistent with market practice in comparable contested election scenarios and avoids any language that could be interpreted as adversarial, defensive, or dismissive of the shareholder vote.
5. Matters Intentionally Omitted. The release intentionally does not reference the following subjects, and we recommend that no reference to any of these matters be added:
(a) The CEO succession process, including any discussions regarding the permanent appointment of a Chief Executive Officer or the status of the Board's search;
(b) The Corvus Peak Capital Partners LP activist campaign, including any prior correspondence, public statements, or demands made by Corvus Peak in connection with the election;
(c) Any settlement discussions that may have occurred between the Company and Corvus Peak or any other shareholder;
(d) The strategic alternatives review, including any consideration of potential transactions, divestitures, or other strategic initiatives that may be under evaluation by the Board or management; and
(e) Any matters relating to the March 8, 2024 resignation of Marcus Vane beyond the factual statement that one Board seat remains vacant.
The omission of these subjects is designed to avoid any implication of prejudging the decisions of the reconstituted Board. We note that the reconstituted Board is expected to formally table the CEO search at its meeting scheduled for June 14, 2024, and any premature reference to the succession process could create complications.
6. Plurality Voting Standard. The release references the plurality voting standard applicable to contested elections under the Company's Amended and Restated Bylaws (effective March 22, 2022). We would ask Nadine to confirm the specific section reference (we believe this is Section 2.10, but the internal citation should be verified against the executed copy of the Bylaws on file with the Company's records) for our files, although no specific section number appears in the release text itself.
7. Form 8-K Filing. As noted above, the results of the Annual General Meeting should be reported on Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders). We will prepare a draft Form 8-K for your review concurrently with the finalization of this press release. The Form 8-K should be filed within four business days of the AGM (i.e., no later than June 13, 2024), but we recommend filing promptly upon issuance of the press release. The press release may be attached as an exhibit to the Form 8-K or the relevant voting results may be presented in the body of the filing, at the Company's election.
8. FCA/DTR Notification. Given the Company's premium listing on the London Stock Exchange, we recommend coordinating with the Company's UK counsel and corporate brokers to ensure that appropriate notifications are made under the Disclosure Guidance and Transparency Rules, including under DTR 6.1 (information requirements for issuers whose shares are admitted to trading on a regulated market). The press release should be disseminated through an appropriate Regulatory Information Service ("RIS") in addition to wire service distribution.
Please do not hesitate to contact either of us with any questions, comments, or proposed revisions. We remain available to assist with the Board approval process and the finalization and filing of this release and the associated Form 8-K.
Nathaniel Bower Partner, Calderwood & Harkness LLP Tel: +1 (212) 558-4000
Email: nbower@calderwoodharkness.com
Audrey Zhou Counsel, Calderwood & Harkness LLP Tel: +1 (212) 558-4000
Email: azhou@calderwoodharkness.com
This memorandum and the attached draft press release are protected by the attorney-client privilege and the work product doctrine. They are intended solely for the use of the addressee and authorized representatives of Aurelius Global Media Group PLC. Any dissemination, distribution, or copying of this communication outside of the AGMG Legal Department is strictly prohibited without the prior written consent of Calderwood & Harkness LLP.
Media Contact:
Aurelius Global Media Group PLC
14 Sceptre Row, London EC2V 7QN, United Kingdom
Tel: +44 (0)20 [__] [__]
Email: [__]@aureliusglobalmedia.com
Investor Relations Contact:
Aurelius Global Media Group PLC
14 Sceptre Row, London EC2V 7QN, United Kingdom
Tel: +44 (0)20 [__] [] / +1 (212) []-[__]
Email: [__]@aureliusglobalmedia.com
Media Relations:
Aurelius Global Media Group PLC
14 Sceptre Row, London EC2V 7QN, United Kingdom
Tel: +44 (0)20 [__] [__]
Email: media@aureliusglobalmedia.com
Investor Relations:
Aurelius Global Media Group PLC
14 Sceptre Row, London EC2V 7QN, United Kingdom
Tel: +44 (0)20 [__] [] / +1 (212) []-[__]
Email: investorrelations@aureliusglobalmedia.com
| TO: | Nadine Khalil, General Counsel & Corporate Secretary, Aurelius Global Media Group PLC |
| FROM: | Nathaniel Bower and Audrey Zhou, Calderwood & Harkness LLP |
| RE: | Draft Press Release — Board Statement Following 2024 Annual General Meeting Results |
| MATTER NO.: | 1017-00002 |