CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
The Company currently leases space for its principal offices, as well as the principal offices of certain of its
subsidiaries, from 4370 Peachtree LLC. 4370 Peachtree LLC is controlled by Harriett J. Robinson, a former member of our
Board of Directors. Under the terms of the lease,
the Company pays annual rent of approximately $0.5 million, plus a pro rata share of all real estate taxes, general maintenance and service expenses and insurance costs with respect to the office building and related facilities. The lease does not have a set termination date, but is terminable by either party with at least twelve months advance notice. In 2023,
the Company paid approximately $1.2 million to 4370 Peachtree LLC under the terms of the lease.
In 2023, Gray Television, Inc. (
“Gray”) paid
the Company approximately $2.0 million
in insurance premiums related to certain voluntary employee benefits plans. Mr. Howell is the executive chairman and chief executive officer, and a director, and Mrs. Howell is a director, of Gray.
The Company has outstanding 55,000 shares of its Series D Preferred Stock, all of which are owned by Delta Life. Delta Life is controlled by Harriett J. Robinson, a former member of our Board of Directors. In addition, Mr. Howell and Mrs. Howell are officers, directors and/or shareholders in Delta Life. The outstanding shares of Series D Preferred Stock have a par value of $1 per share and redemption value of $100 per share; accrue annual dividends at a rate of $7.25 per share (payable in cash or shares of
the
Company’s common stock at the option of the Board of Directors of
the Company) and are cumulative; in certain circumstances may be convertible into an aggregate of approximately 1,378,000 shares of Common Stock, subject to certain adjustments and provided that such adjustments do not result in
the Company issuing more than approximately 2,703,000 shares of common stock without obtaining prior shareholder approval; and are redeemable solely at
the Company’s option. The Series D Preferred Stock is not currently convertible.
The Company had accrued, but unpaid, dividends, on the Series D Preferred Stock of $17,722 at
December 31,
2023. During 2023,
the Company paid Series D Preferred Stock dividends of $0.4 million.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act (as defined below) requires our directors and executive officers, and persons who beneficially own more than 10% of our Common Stock, to file with the SEC reports of ownership and changes in ownership of our equity securities. Based upon review of such reports and written representations from such persons, we believe all filing requirements were complied with in a timely manner during 2023, except for one late Form 4 filed on
January 23,
2023 by Harriett J. Robinson reporting the change in nature of ownership as a result of the transfer of shares by private sale to Harriett J. Robinson from her affiliate Delta Fire & Casualty Insurance Company.
OTHER BUSINESS
Management of
the Company knows of no matters other than those stated above which are to be brought before the Meeting. However, if any such other matters should be presented for consideration and voting, it is the intention of the persons named in the proxies to vote thereon in accordance with their best judgment.
SHAREHOLDER
PROPOSALS FOR THE 2025 ANNUAL MEETING
Shareholder proposals to be presented at the 2025 annual meeting of shareholders must be received by
the Company no later than
December 9, 2024 in order to be considered for inclusion in the proxy statement for the 2025 annual meeting of shareholders. Any such proposal must also comply with the applicable requirements of Rule 14a-8 under the Securities Exchange Act of 1934 (the
“Exchange Act”).
In accordance with Rule 14a-4(c)(1) under the Exchange Act, if a shareholder has not given notice to
the
Company of any matter it intends to bring before the 2025 annual meeting by
February 22, 2025, the persons appointed as proxies for the 2025 annual meeting of shareholders may exercise discretionary authority to vote on any such matter.
In addition, to comply with the SEC’s universal proxy rules, shareholders who intend to solicit proxies in support of director nominees for election at the 2025 annual meeting of shareholders other than
the Company's nominees must provide notice to
the Company that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted
electronically to
the Company at its principal executive offices by
March 7, 2025.
Notice of shareholder proposals and other matters of business should be addressed to
the Company’s President and mailed to
the Company’s principal executive offices located at 4370 Peachtree Road, N.E.,
Atlanta,
Georgia 30319-3000.