CNET Facing Board Shakeup
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NEW YORK -- Investment fund Jana Partners LLC said on Monday it is leading a group of funds seeking to take over CNET Networks' board and boost its share price.
Jana and its partners own about 8 percent of CNET's voting stock and also hold an 8 percent nonvoting stake. Another investment fund that is supporting Jana, Sandell Asset Management Corp, has a 5 percent nonvoting stake.
"We are pleased to support Jana in this effort to improve the performance and ultimately the valuation of CNET to the benefit of all shareholders," Tom Sandell, chief executive of Sandell Asset Management, said in a statement.
Jana criticized the poor performance of CNET's stock. It said the shares rose less than 1 percent last year, compared with gains of about 10 percent for the Nasdaq, and fell 19 percent in the three years through 2007, compared with a 22 percent rise for the Nasdaq.
Jana said it would nominate seven members to the CNET board. It said it consulted with Spark Capital, a venture capital firm, and Alex Interactive Media's Paul Gardi, a well-known technology entrepreneur, to select the nominees.
It said it would nominate Gardi and Spark's Santo Politi to replace the two CNET directors scheduled to stand for re-election at the company's next annual meeting.
In addition, Jana is proposing that stockholders expand the CNET board from eight members to 13 and fill the resulting five vacancies with Jana nominees.
The five are Jon Miller, the founding partner of Velocity Interactive Group; Jaynie Studenmund, a member of the board of Orbitz, eHarmony, Western Asset and Countrywide Bank; Julius Genachowski, managing director of Rock Creek Ventures; Brian Weinstein, an executive with Creative Artists Agency; and Giorgio Caputo, managing director of Jana Partners.
A Jana affiliate has filed suit seeking to enjoin CNET from rejecting the nominations on the basis of its corporate bylaws.