After a summerlong scrap with activist investors unhappy with digital distributor Cinedigm Corp’s stock performance, the company announced today it has appointed four new independent directors to its board, effective immediately. It also named Ron Chez, who with Sabra Capital Partners led the charge to revamp Cinedigm starting with a $15 million share repurchase plan, as special adviser.
Cinedigm said today that it has reached a settlement with Chez and Sabra’s Zvi Rhine, one of the new board members, providing for a standstill period. The pair will support all nominees recommended by Cinedigm’s board at the company’s next two annual meetings. Sabra Capital controls 2.7% of the stock as well as nearly 10% of the debt.
Complaining that execs and board members owned little of the company’s stock, Chez wrote in May that “for the last several years, the only ones losing money have been the shareholders.” Nasdaq warned that Cinedigm would be delisted on December 7 if the stock price didn’t rise to at least $1 for 10 days. It closed yesterday at 0.64 and is down 1.2% today in early-afternoon trading. It’s 52-week-range high is 2.37.
Chairman and CEO Chris McGurk at the time said the company enlisted executive search firm Korn Ferry to identify as many as new four board members, including a Non-Executive Chairman, who can “add strategic and financial insights and relationships that will help propel Cinedigm forward.” He added that he also opened discussions with “our activist shareholders.” Chez said the Korn Ferry search was “an unacceptable waste of company resources” and offered to join the board without pay.
With today’s deal, Rhine, Blair Westlake, Andy Schuon and Patrick O’Brien join the board effective immediately, increasing its size from 8 to 12 directors. O’Brien is on the board of Merriman Holdings, of which Chez is co-chairman.
“When the Company announced in May a plan to strengthen our board to better support our content distribution business and over-the-top digital network business, we undertook a best practices process that resulted in many qualified candidates to choose from,” said Cinedigm chairman and CEO Chris McGurk in a statement. “Since then, our nominating committee has been working hard to interview the candidates. Today, we are pleased to announce that our search led us to Blair, Andy, Zvi, and Patrick. Collectively, they bring important entertainment experience, financial expertise and significant industry relationships to our Board, and we are certain they will help guide Cinedigm as we continue to grow the Company and build shareholder value.”
As previously announced, current director Wayne Clevenger, COO Adam Mizel, and general counsel and Digital Cinema president Gary Loffredo will not seek re-election at the annual meeting. The latter two will remain in their executive roles.