Fisher Board of Directors Recommends Approval of Fisher Communications, Inc. 2008 Equity Incentive Plan
Market Wire, April, 2008
At the 2008 annual meeting of shareholders of Fisher Communications, Inc. (NASDAQ: FSCI) (the "Company"), scheduled to be held on April 30, 2008, shareholders will vote on the approval of the Fisher Communications, Inc. 2008 Equity Incentive Plan (the "2008 Plan"), among other items. The 2008 Plan is the product of a deliberative process spearheaded by the Compensation Committee of the Company's Board of Directors.
For the reasons highlighted below, and those reasons discussed in the proxy statement filed with the Securities and Exchange Commission on March 25, 2008 and first mailed to shareholders on or about the same date, the Company's Board of Directors unanimously recommends that shareholders approve the 2008 Plan:
-- The Company is committed to delivering value to shareholders and
firmly believes in long-term, stock-based incentives for its executives
and key employees. Stock-based incentives align the interests of the
Company's employees with shareholder interests and help attract and
retain qualified and talented employees. The Company believes its
emphasis on stock-based compensation has played a large role in its
strong financial performance of the past two years. In 2007, the
Company delivered its second consecutive year of achieving net income
from continuing operations following five consecutive years of net
losses from continuing operations.
-- The Company's only existing equity compensation plan, the Amended and
Restated Fisher Communications Incentive Plan of 2001 (the "2001 Plan"),
expires by its terms on April 26, 2008, thereby canceling the
approximately 200,000 shares that remain available for future grants
under that plan. The 2008 Plan is intended to replace the 2001 Plan.
If the 2008 Plan is not approved:
- Lack of equity awards could make it difficult to retain employees,
attract employees from companies that have equity compensation
programs or compete for talent against competitors that have equity
compensation programs.
- The Company may be compelled to increase the cash component of
employee compensation, which is not in line with its compensation
philosophy of pay-for-performance and aligning the employees'
interests with those of shareholders.
- No other form of compensation replicates the shareholder alignment
benefit of company equity.
-- The 2001 Plan had a term of seven years and authorized the issuance of
600,000 shares. The 2008 Plan has a term of 10 years and authorizes
the issuance of 1,060,000 shares. The Compensation Committee engaged
outside consultants to ensure that the number of shares authorized for
issuance under the 2008 Plan were within the limits recommended by
RiskMetrics Group's ISS Governance Services unit.
-- The Compensation Committee currently intends to grant awards under the
2008 Plan only to key employees and directors, focusing the equity to
individuals who drive Company policy and results and, thereby,
minimizing dilution.
-- The 2008 Plan contains a number of provisions that the Board of
Directors believes are consistent with the interests of shareholders
and sound corporate governance practices. These provisions include:
- options with an exercise price, and stock appreciation rights with
a base price, equal to 100% of fair market value on the date of grant;
- prohibition on repricing options and stock appreciation rights without
shareholder approval;
- availability of performance-based awards;
- absence of evergreen share replenishment provisions; and
- administration by the Compensation Committee, comprised of only
independent directors.
Important Information
In connection with the solicitation of proxies for the 2008 annual meeting of shareholders, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the "SEC") on March 25, 2008, and first mailed the definitive proxy statement to shareholders on or about the same date. The proxy statement contains important information about the Company and the 2008 annual meeting of shareholders. Before making any voting decision, shareholders of the Company are urged to carefully read the entire proxy statement and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents. Shareholders may obtain a free copy of the proxy statement and other relevant documents filed by the Company at the SEC's website at www.sec.gov . The proxy statement and other relevant documents may also be obtained at no cost from the Company by directing the request to Fisher Communications, Inc., Attn: Investor Relations, 100 4th Avenue N., Suite 510, Seattle, Washington 98109.
Participants in the Solicitation
The Company, its directors, executive officers and other members of its management, employees, and certain other persons may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the 2008 annual meeting of shareholders. Information about the interests of such potential participants is set forth in the proxy statement.
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