Report on Journal Communications campaign

A message from John Torinus, Doug Armstrong and Paul Kritzer:

Several months ago you asked to be kept apprised of our campaign to be elected to the board of directors of Journal Communications.  Since John, Doug and I announced our campaign last December, we were amazed at the strong support we heard from so many Journal retirees and employees.  We announced that our campaign platform would protect the dividend, cease any more acquisitions of traditional media and pay down debt.

We don’t have good news to report.  From the outset the company vigorously opposed us.  It invoked an obscure rule of the Securities and Exchange Commission that allows (but does not require) a company to exclude a stockholder proposal from its proxy statement if it would foster a contested director election.  Then, adding insult to injury, the company stated that we were “not qualified” to serve on the board.  We were advised that to run an independent proxy campaign that would have a chance of winning would cost between $500,000 and $2 million.  As Keith Spore noted, it would be cheaper to run for a seat in the U.S. Congress.

Because we were not running for the Journal board out of anger or spite but out of the conviction that we could provide it with the depth and experience that it lacks, and because the continuation of our campaign would have become expensive beyond our personal means, we withdrew our proxy proposal.  Subsequently, the Journal board cut the dividend by 75% and the stock price soon crashed as low as 36¢ a share. 

We share the worry and anxiety of the scores of Journal retirees and employees who have seen their hard-earned retirement funds disappear – and regret we can do little about it.

The company’s annual meeting is Thursday, April 30 at the Burnham printing plant.  We don’t have any resolutions to present or tricks up our sleeves.  We expect a tightly scripted meeting.  There will be an opportunity for questions from shareholders.  We remain open to new avenues and ideas that would move the board to the adoption of better policies.

With best wishes,

Paul Kritzer