Less than a week after Libsyn ushered CFO John Busshaus out the door following an SEC complaint, the podcast host, on Tuesday, announced a settlement with Camac Partners—comprising Camac Partners, LLC, Camac Capital, LLC, and Eric Shahinian, collectively, “Camac”—which owns 6.7% of outstanding shares of Libsyn’s common stock. The agreement shifts Libsyn’s Board, in part, adding new names at the top. As Podtrac News phrases it: “Libsyn has agreed to many of Camac’s demands… with their disgruntled shareholders.”
In short, the changes include the addition of new directors Shahinian and Brad Tirpak (a managing director at Palm Active Partners LLC) to Libsyn’s Board of Directors, and at least one new independent director to come; Camac withdrawing a special meeting request; and Camac dismissing pending litigation in Nevada. Libsyn will also pay Camac $600,000 for their expenses.
“We are pleased to have reached a resolution that we believe is in the best interests of all Lisbyn shareholders,” said Chris Spencer, Liberated Syndication (Libsyn) CEO, in a release. “We look forward to adding new directors to our Board and believe the new independent voices will complement those of our existing directors. Libsyn is performing well, as evidenced by the strong third quarter podcasting subscription growth announced yesterday, and we believe the company is well positioned to continue executing on our strategy and enhancing shareholder value.”
Added Shahinian, founder and managing member of Camac, “We are pleased to reach this agreement with Libsyn that brings fresh perspectives to its Board and positions the company for future value creation. Libsyn is a wonderful business, and we believe this agreement will drive enhanced value for all shareholders, employees and customers.”
The pact provides for, among other things: Shahinian will chair the Compensation Committee and Strategic Review Committee and Tirpak will join the Audit Committee. “Libsyn will work to identify new independent director candidates for approval by Camac, with the intention that one new independent director will promptly join the Board and its Compensation Committee in place of an existing director,” it says. Further, Libsyn’s director slate for the 2020 annual meeting will include at least one additional new independent director in lieu of an existing independent director.
Libsyn will also form a Strategic Review Committee “aimed at developing value-enhancing actions for all stakeholders,” and it will hold its next annual meeting no later than Sept. 15, 2020.
It will also reimburse Camac for up to $600,000 in out of pocket expenses; and will cancel an aggregate of 300,000 shares from the equity grants on April 13, 2017 associated with the Nasdaq uplisting. These shares will be equally split between Spencer and former CFO Busshaus.