Business
Settlement of Derivative Litigation Related to Terminated Transaction with Tribune Media Company
BALTIMORE, Aug. 10, 2020 /PRNewswire/ -- Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that Sinclair, Sinclair's board of directors, and its chief
About this update from Sinclair, Inc.
[{"type":"text","content":"BALTIMORE, Aug. 10, 2020 /PRNewswire/ -- Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) announced that Sinclair, Sinclair's board of directors, and its chief executive officer have agreed to settle three derivative lawsuits. The lawsuits were filed alleging breaches of fiduciary duties by the Company's officers and directors in connection with Sinclair's efforts to seek regulatory approval of the merger with Tribune Media Company and the Hearing Designation Order issued by the Federal Communications Commission on July 19, 2018. \nOn July 20, 2020, the parties to these lawsuits executed a settlement stipulation reflecting the terms of the settlement. In connection with the settlement, (a) Sinclair's board agreed to implement a series of corporate governance measures; (b) defendants' insurers will pay $20.5 million dollars into a settlement fund, which, after a deduction for an award of fees and expenses to plaintiffs' counsel in an amount to be determined by the Court, will be paid to Sinclair; (c) the board will designate an aggregate amount of $5 million of the settlement fund to be used, over a period of five years, for the implementation and operation of the corporate governance measures and certain compliance programs in connection with an FCC consent decree that was previously announced on May 6, 2020; and (d) Sinclair's Executive Chairman David D. Smith will forgo, cancel, or return a grant of SARs of 638,298 shares of Sinclair Class A common stock that was awarded to him in February 2020. The corporate governance measures include, among other actions, the establishment of a Regulatory Committee of the board (consisting of at least three directors, a majority of whom will be independent directors) to oversee responsibility for, among other matters, significant broadcast-related regulatory and compliance issues. In addition, Sinclair agreed to establish a standing Nominating and Governance Committee of the board, consisting of independent directors, and will appoint an experienced Chief Compliance Officer with enhanced responsibilities. The corporate governance measures also include the adoption of certain corporate governance guidelines and changes to Sinclair's Code of Business Conduct and Ethics policy and to the Company's policies concerning related-party transactions. These measures are described in further detail in Ex...