NEW YORK, June 28, 2016 /PRNewswire/ -- TheStreet,
Inc. (NASDAQ: TST) (the "Company"), a leading digital financial
media company, today announced that its Board of Directors (the
"Board") has approved and adopted an amendment to the Company's
Amended and Restated By-Laws (the "By-Laws") to implement a
majority voting standard for uncontested director elections and
related amendments to the Company's Corporate Governance
Guidelines.
The Board has also discussed, and intends to include in the
Company's proxy statement for the 2017 annual meeting of
stockholders, a proposal to eliminate the Company's classified
board structure in furtherance of the Company's continuing
commitment to serve the long-term interests of all Company
stockholders. The amendment of the Company's Certificate of
Incorporation to declassify the Board will require the affirmative
vote of holders of 80% of the outstanding shares of the
Company.
"These steps are part of ongoing efforts by TheStreet to further
enhance its relationships with shareholders, following our move
earlier this year to separate the roles of CEO and Chairman," said
Larry S. Kramer, Chairman and
Interim CEO. "The Company intends to continue strengthening
its board, and we are carefully considering several candidates for
the board seat left open by Keith
Hall's departure."
With the adoption of a majority voting standard for uncontested
director elections, directors will now be elected by the
affirmative vote of a majority of the votes cast. In a contested
election, a plurality voting standard will apply. The Board has
also approved conforming amendments to the Company's Corporate
Governance Guidelines to adopt a director resignation policy for
directors who fail to receive a majority vote in an uncontested
election.
The Company believes that the amendments to the By-Laws and
Corporate Governance Guidelines will give the Company's
stockholders a stronger voice in the election of directors by
providing a clear process through which the Board will respond to a
favorable vote by less than half of the votes cast for a director.
The full text of the By-Laws and Corporate Governance Guidelines,
as amended, can be found on the Company's web site in the Investor
Relations section at http://investor-relations.thestreet.com under
the caption "Corporate Governance." The revisions to the
By-Laws and Corporate Governance Guidelines take effect immediately.
About TheStreet
TheStreet, Inc. (www.t.st) is a leading independent digital
financial media company providing business and financial news,
investing ideas and analysis to personal and institutional
investors worldwide. The Company's portfolio of business and
personal finance brands includes: TheStreet, RealMoney, RealMoney
Pro, Stockpickr, Action Alerts PLUS Options Profits, MainStreet and
RateWatch. To learn more, visit www.thestreet.com. The Deal,
the Company's institutional business, provides intraday coverage of
mergers and acquisitions and all other changes in corporate
control. To learn more, visit www.thedeal.com
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. These forward-looking statements include statements regarding
planned corporate governance changes. Such forward-looking
statements are subject to risks and uncertainties, including those
described in the Company's filings with the Securities and Exchange
Commission that could cause future actions, events, results or
performance to differ materially from those reflected in the
forward-looking statements. Differences may result from, among
other things, actions taken by the Company or its management or
Board, as well as those beyond the Company's control. Such risks
and uncertainties include, but are not limited to, the timing and
implementation of corporate governance changes (and related
arrangements) and changes in strategic and other business
objectives. All forward-looking statements contained herein are
made as of the date of this press release. Although the Company
believes that the expectations reflected in the forward-looking
statements are reasonable, the Company cannot guarantee future
results or occurrences. The Company disclaims any obligation to
update these forward-looking statements, whether as a result of new
information, future developments or otherwise.
Contacts: Eric Lundberg, Chief
Financial Officer, TheStreet, Inc., ir at thestreet.com, or
John Evans, Investor Relations, PIR
Communications, 415-309-0230, ir at thestreet.com
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SOURCE TheStreet, Inc.