AOL Files Investor Presentation, Urges Stockholders to Continue to
Support the AOL Board which Continues to Create and Unlock Significant
Vote For AOL’s Experienced and Highly Qualified Directors on WHITE
Proxy Card Today
NEW YORK--(BUSINESS WIRE)--May. 24, 2012--
AOL Inc. (NYSE: AOL) today filed an investor presentation with the
Securities and Exchange Commission in connection with its 2012 Annual
Meeting of Stockholders scheduled for Thursday, June 14, 2012. The
presentation can be found under the “Events & Presentations” section of
AOL’s website at http://ir.aol.com.
The AOL Board of Directors unanimously recommends that all stockholders
vote “FOR” AOL’s experienced and highly qualified director
nominees – Tim Armstrong, Richard Dalzell, Karen Dykstra, Alberto
Ibargüen, Susan Lyne, Patricia Mitchell, Fredric Reynolds and James
Stengel – on the WHITE proxy card.
The presentation notes that in AOL’s view:
AOL HAS THE RIGHT TEAM AND STRATEGY IN PLACE TO FURTHER
AOL has made significant operational and financial progress since
spinning off from Time Warner only two and a half years ago.
AOL has a clear, concise, and publicly communicated growth plan and is
on track to meet its strategic goals.
AOL’s stock is a top performing stock in our industry year-over-year
AOL stock is up 166% since its low as a direct result of the action
taken by AOL’s management and Board.
AOL’s Board nominees are diverse and have significant operational,
financial and public board experience in AOL’s areas of strategic
All of AOL’s senior management and directors own stock in the Company
and AOL’s Chairman and CEO is the single largest individual investor
in the Company.
Starboard’s slate does not have a long-term strategy or relevant
AOL’S CLEAR STRATEGY IS DELIVERING IMPROVED RESULTS
The Board has unlocked over $1.7 billion in value in the last two
AOL has returned capital to stockholders by buying back 14% of
outstanding shares, and has committed to return all of the proceeds of
the almost $1.1 billion patent sale to stockholders.
AOL has reported three consecutive quarters of better than expected
earnings results, which demonstrate that the Board’s strategy is
The Board has presided over significant improvement of AOL’s
operations and financial results, including reducing annual costs by
approximately $500 million prior to investment in areas of strategic
focus, reducing headcount by 37%, ending unfavorable distribution
deals and exiting unprofitable markets.
STARBOARD DOES NOT HAVE A LONG-TERM STRATEGY
NOMINEES DO NOT HAVE THE RIGHT EXPERIENCE
Rather than present a reasoned strategy for driving stockholder value,
Starboard has simply criticized AOL’s long-term strategy and
investments in content-based assets, and we believe their goal is to
break-up and liquidate the company.
AOL’s Board of Directors is diverse and highly qualified. The AOL
Board has significant operational, financial and public board
On the contrary, we believe Starboard’s nominees would negatively
impact the Board’s level of industry expertise, public company
experience and diversity.
AOL is actively engaged in seeking two new Board members, but believes
Starboard’s slate will damage the Company and its relationship with
Notwithstanding the negative impact of Starboard’s last four public
statements with respect to AOL’s strategy, AOL’s stock hit a 52-week
high this week, based on AOL’s operating execution, strategic
momentum, and continuing to unlock stockholder value.
AOL Inc. (NYSE: AOL) is a brand company, committed to continuously
innovating, growing, and investing in brands and experiences that
inform, entertain, and connect the world. The home of a world-class
collection of premium brands, AOL creates original content that engages
audiences on a local and global scale. We help marketers connect with
these audiences through effective and engaging digital advertising
From time to time, we post information about AOL on our investor
relations website (http://ir.aol.com)
and our official corporate blog (http://blog.aol.com).
This release may contain “forward-looking statements” within the meaning
of the federal securities laws, including statements concerning
anticipated future events and expectations that are not historical
facts. Words such as “anticipates,” “estimates,” “expects,” “projects,”
“forecasts,” “intends,” “plans,” “will,” “believes” and words and terms
of similar substance used in connection with any discussion of future
operating or financial performance identify forward-looking statements.
These forward-looking statements are based on management’s current
expectations and beliefs about future events. As with any projection or
forecast, they are inherently susceptible to uncertainty and changes in
circumstances. Except as required by law, we are under no obligation to,
and expressly disclaim any obligation to, update or alter any
forward-looking statements whether as a result of such changes, new
information, subsequent events or otherwise. Various factors could
adversely affect our operations, business or financial results in the
future and cause our actual results to differ materially from those
contained in the forward-looking statements, including those factors
discussed in detail in the “Risk Factors” section contained in our
Annual Report on Form 10-K for the year ended December 31, 2011 (the
“Annual Report”), filed with the Securities and Exchange Commission. In
addition, we operate a web services company in a highly competitive,
rapidly changing and consumer- and technology-driven industry. This
industry is affected by government regulation, economic, strategic,
political and social conditions, consumer response to new and existing
products and services, technological developments and, particularly in
view of new technologies, the continued ability to protect intellectual
property rights. Our actual results could differ materially from
management’s expectations because of changes in such factors. Achieving
our business and financial objectives, including growth in operations
and maintenance of a strong balance sheet and liquidity position, could
be adversely affected by the factors discussed or referenced under the
“Risk Factors” section contained in the Annual Report as well as, among
other things: 1) changes in our plans, strategies and intentions; 2)
continual decline in market valuations associated with our cash flows
and revenues; 3) the impact of significant acquisitions, dispositions
and other similar transactions; 4) our ability to attract and retain key
employees; 5) any negative unintended consequences of cost reductions,
restructuring actions or similar efforts, including with respect to any
associated savings, charges or other amounts; 6) market adoption of new
products and services; 7) the failure to meet earnings expectations; 8)
asset impairments; 9) decreased liquidity in the capital markets; 10)
our ability to access the capital markets for debt securities or bank
financings; 11) the impact of “cyber-warfare” or terrorist acts and
hostilities and 12) the approval of the patent transaction with
Microsoft Corporation by antitrust authorities and the satisfaction of
the other closing conditions to that transaction as well as factors that
could affect the manner, timing and amount of the return of any of the
sale proceeds to AOL shareholders including the need for AOL to retain
cash for its business or to satisfy liabilities.
In connection with the solicitation of proxies, AOL has filed with the
Securities and Exchange Commission, a definitive proxy statement and
other relevant documents concerning the proposals to be presented at
AOL’s 2012 Annual Meeting of Stockholders. The proxy statement contains
important information about AOL and the 2012 Annual Meeting. In
connection with the 2012 Annual Meeting, AOL has mailed the definitive
proxy statement to stockholders. In addition, AOL files annual,
quarterly and special reports, proxy statements and other information
with the SEC. You are urged to read the proxy statement and other
information because they contain important information about AOL and the
proposals to be presented at the 2012 Annual Meeting. These documents
are available free of charge at the SEC’s website (www.sec.gov)
or from AOL at our investor relations website (http://ir.aol.com).
The contents of the websites referenced herein are not deemed to be
incorporated by reference into the proxy statement.
AOL and its directors, executive officers and certain employees may be
deemed to be participants in the solicitation of proxies from AOL’s
stockholders in connection with the election of directors and other
matters to be proposed at the 2012 Annual Meeting. Information regarding
the interests, if any, of these directors, executive officers and
specified employees is included in the definitive proxy statement and
other materials filed by AOL with the SEC.
Source: AOL Inc.
Maureen Sullivan, 212-206-5030
Eoin Ryan, 212-206-5025