Kristen O'Hara and Additional
New Independent Director to be Added to Company Slate of
2019 Nominees
Mark Penn Appointed Chairman of the Board of MDC
NEW YORK, April 22, 2019 /PRNewswire/ -- (NASDAQ:
MDCA) – MDC Partners Inc. ("MDC Partners" or the "Company")
today announced several changes to its Board of Directors. First,
the Company has reached a settlement agreement (the "Agreement")
with FrontFour Capital Group LLC ("FrontFour"). As part of the
agreement, MDC will include Kristen
O'Hara on its slate of director nominees for election at the
2019 Annual Meeting. MDC will also include on its slate another
nominee to be named, who will be a Canadian resident chosen by the
Company with significant industry experience. FrontFour will take
part in the selection process for this second nominee.
Separate from the settlement, MDC also announced today that
Chief Executive Officer Mark Penn
has been appointed Chairman of the Board of Directors.
"We are pleased to have reached this constructive outcome with
FrontFour, and to welcome Kristen
O'Hara as a nominee to our board," said Mark Penn, Chairman and CEO of MDC Partners.
"Kristen's experience in marketing leadership roles at top
companies across the media sector will be highly beneficial as we
continue to evolve our business and we look forward to her
perspectives. These changes are consistent with my belief in the
importance of having directors with first-rate industry experience
as we remain focused on maximizing value for all shareholders."
As previously disclosed, directors Scott
Kauffman and Clare Copeland
will not stand for election at the 2019 meeting. The Company will
file its proxy statement reflecting the updated slate of directors
by April 30, 2019.
"FrontFour believes in the significant potential of MDC under
the leadership of its refreshed board," said Stephen Loukas of FrontFour. "We look forward to
working with Mark Penn and the rest
of MDC's executive leadership team in order to unlock value across
the Company's exceptional network of agencies."
Under the agreement, FrontFour immediately withdrew its
requisition for a special meeting, and committed to support all of
MDC's nominees at the 2019 Annual Meeting. FrontFour has also
agreed to certain customary standstill provisions. The agreement
will be included as an exhibit to a Current Report on Form 8-K,
which will be filed with the Securities and Exchange
Commission.
About MDC Partners Inc.
MDC Partners is one of the
most influential marketing and communications networks in the
world. As "The Place Where Great Talent Lives," MDC Partners is
celebrated for its innovative advertising, public relations,
branding, digital, social and event marketing agency partners,
which are responsible for some of the most memorable and effective
campaigns for the world's most respected brands. By leveraging
technology, data analytics, insights and strategic consulting
solutions, MDC Partners drives creative excellence, business growth
and measurable return on marketing investment for over 1,700
clients worldwide. For more information about MDC Partners and its
partner firms, visit our website at www.mdc-partners.com and
follow us on Twitter at http://www.twitter.com/mdcpartners.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute a solicitation of any vote
or approval. This communication relates to the agreement the
Company entered into with FrontFour and the Company's slate of
director nominees standing for election at the Company's 2019
Annual Meeting. In connection with the Company's 2019 Annual
Meeting, the Company may file one or more proxy statements or other
documents with the Securities and Exchange Commission (the "SEC").
This communication is not a substitute for any proxy statement or
other document the Company may file with the SEC in connection with
the foregoing matters. INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to shareholders of the Company. Investors
and security holders will be able to obtain free copies of these
documents (if and when available) and other documents filed with
the SEC by the Company through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
the Company will be available free of charge on the Company's
internet website at http://www.mdc-partners.com or upon written
request to: Secretary, MDC Partners Inc., 745 Fifth Avenue, 19th
Floor, New York, New York 10151,
or by telephone at (646) 429-1800.
Participants in Solicitation
The Company, its
directors and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
foregoing matters. Information regarding the persons who may, under
the rules of the SEC, be deemed participants in such solicitation
in connection with the foregoing matters will be set forth in the
proxy statement if and when it is filed with the SEC. Information
regarding the persons who may, under the rules of the SEC, be
considered participants in the solicitation of the shareholders of
the Company in connection with the foregoing matters is set forth
in its Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, which was filed
with the SEC on March 18, 2019 and
its proxy statement for its 2018 annual meeting of shareholders,
which was filed with the SEC on April 27,
2018.
These documents can be obtained free of charge from the sources
indicated above. Additional information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement and other relevant materials to be
filed with the SEC when they become available.
Media/Investor Contact:
Dan Zacchei/Erica Bartsch
Sloane & Company
212-446-1875
Dzacchei@sloanepr.com / IR@mdc-partners.com
or
Alexandra Delanghe
Chief Communications Officer
MDC Partners Inc.
646-429-1845
adelanghe@mdc-partners.com
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SOURCE MDC Partners Inc.