Starboard Value proposes alternate slate of directors

A Gotham fund that wants a new board and an all-new business plan at AOL Friday published a alternate slate of five directors it’s chosen to stand for election at the Netco’s annual meeting in May.

AOL, the latest in a string of companies including Yahoo and Lionsgate to face a disgruntled shareholder trying to force change, said it had been in talks with Starboard but that the firm rejected any “productive path” forward.

Lionsgate fended off Carl Icahn after a tense standoff. But pressure from Yahoo shareholder Third Point LLC ended in co-founder Jerry Yang quitting the board earlier this year.

Starboard Value LP, which owns about 5.2% of AOL, started agitating late last year for the company to cool its pursuit of media and focus on patenting proprietary Internet technology. Starboard claims AOL has vast intellectual property that “has gone unrecognized and under-utilized.” That includes, it said, 800 patents covering secure data transit and e-commerce, travel navigation, online advertising and other areas.

“We appreciate the ongoing dialog we have had with management and certain members of the board over the past two months. However, we are extremely disappointed that our conversations regarding the issues raised…have stalled. Specifically, we are troubled that the company remains closed-minded to alternative value creation initiatives, and instead appears solely focused on pursuing the status quo,” Starboard wrote in a letter to AOL’s board Friday. It believes the patent portfolio could bring in over $1 billion in licensing fees.

AOL said in a statement Friday that it had held several meetings with Starboard, which was offered an opportunity to help shape AOL’s board of directors, but that Starboard’s “singularly focused agenda” made compromise impossible.

AOL said it is committed to simplifying the company and boosting shareholder value and that 2011 was the best year it’s had in some time in terms of advertising revenue, improvements in legacy revenue streams, and lower costs. The stock, which closed Friday at $18.32, has risen sharply from its 52-week low of about $10.

AOL said it’s also divested non-core assets, bought back stock and implemented a “performance-based culture to operate against our clear strategy.”

It said it had already hired advisors to figure out how to extract cash from “non-strategic” patents.

“We will continue to aggressively execute and innovate on our strategy as we continue the turnaround of AOL,” the company said.

The problem is that the turnaround at AOL has been a work in progress almost since Time Warner acquired it in 2001. It cut the cord in 2009 when AOL again became a standalone public company. As broadband grew, dial-up customers, which were the original backbone of the AOL business, started disappearing. AOL has moved in various directions, like buying the Huffington Post, but is struggling in a complex digital landscape with vicious competition for every online ad dollar and constant speculation of a takeover or merger.

The alternate board slate consists of Starboard cofounder and CEO Jeffrey Smith; patent expert Ronald Epstein; private investor Steven Finke; Dennis Miller, a former exec at Lionsgate, Sony Pictures and Turner; and James Warner of digital marketing advisory firm Third Floor Enterprises who has held positions at Primedia, CBS and HBO.

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