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Saba Capital Demands Board Members Resign Following ClearBridge Energy Midstream Opportunity Fund’s Annual Meeting
Rhea-AI Impact
(Low)
Rhea-AI Sentiment
(Neutral)
Tags
management
Rhea-AI Summary
Saba Capital Management, the largest common shareholder of ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO), revealed the preliminary voting results from the 2023 Annual Meeting of Shareholders. Common shareholders voted 74% for Saba's nominee, Paul Kazarian, while only 26% supported EMO's position. Including all shareholders, the vote was 64% for Saba against 36% for EMO. Despite this majority, Kazarian will not join the Board due to ClearBridge's disenfranchising actions, which included a dilutive private placement and governance provisions aimed at maintaining control. Saba's founder, Boaz Weinstein, criticized ClearBridge for neglecting shareholder rights and called for the full board’s resignation, alleging mismanagement and underperformance.
Positive
Saba Capital received 64% support from all shareholders for Paul Kazarian as a director nominee.
Shareholder sentiment strongly favors change, indicating discontent with current board governance.
Negative
Kazarian will not be seated on the Board despite majority support, highlighting corporate governance flaws.
ClearBridge's actions, including a dilutive private placement, suggest a strategy to disenfranchise common shareholders.
Common Shareholders Voted 74% for Saba vs. 26% for EMO
All Shareholders (including the super-voting pfd) Voted 64% for Saba vs. 36% for EMO
Exposes ClearBridge’s Flawed Corporate Governance Structure and the Board’s Total Disregard for the Voting Rights of Shareholders
NEW YORK--(BUSINESS WIRE)--
Saba Capital Management, L.P. (“Saba” or “we”), the largest common shareholder of the ClearBridge Energy Midstream Opportunity Fund Inc. (NYSE: EMO) (“EMO” or “ClearBridge” or the “Fund”), today commented on the preliminary voting results of the Fund’s 2023 Annual Meeting of Shareholders (“Annual Meeting”).
As a result of the extensive measures ClearBridge has taken to disenfranchise common shareholders – including a dilutive private placement, adoption of a control share acquisition provision and an impossible to achieve voting standard – Saba Capital’s director nominee Paul Kazarian will not be seated on the Fund’s Board of Directors (“the Board”) despite having received 64% of the vote from all shareholders.
Boaz Weinstein, Founder and Chief Investment Officer at Saba, commented:
“The results of this election put a spotlight on the total disregard ClearBridge – and its parent company, Franklin Resources – have for the rights of shareholders. EMO shareholders resoundingly voted for change in this election. However, the Board’s entrenchment mechanisms and ClearBridge’s flawed corporate governance structure ensured that this would be a sham election and that Saba’s nominee would never be seated.
While the Board claims to be ‘committed to acting in the best interests of all stockholders,’ its refusal to accept that shareholders rejected their incumbent shows their determination to do the opposite. This further underscores our belief that this Board has abandoned its fiduciary obligation to shareholders and will do everything in its power to avoid being held accountable for the gross mismanagement and historic underperformance of the Fund. Saba is committed to pursuing all available paths to continue to defend the rights of closed-end fund shareholders at EMO going forward, and we call for the full board to resign effective immediately.”
About Saba Capital
Saba Capital Management, L.P. is a global alternative asset management firm that seeks to deliver superior risk-adjusted returns for a diverse group of clients. Founded in 2009 by Boaz Weinstein, Saba is a pioneer of credit relative value strategies and capital structure arbitrage. Saba is headquartered in New York City. Learn more at www.sabacapital.com.
Important Information
Saba Capital Management, L.P. (“Saba Capital”), Saba Capital Master Fund, Ltd. (“Saba I”), Boaz R. Weinstein (“Mr. Weinstein,” and together with Saba Capital and Saba I, “Saba”) and Paul Kazarian (“Mr. Kazarian” or the “Nominee,” and together with Saba, the “Participants”) have filed with the Securities and Exchange Commission (the “SEC”) a definitive proxy statement and accompanying form of GOLD proxy to be used in conjunction with the solicitation of proxies from the shareholders of ClearBridge Energy Midstream Opportunity Fund Inc., (the “Fund”). All shareholders of the Fund are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants, furnished to some or all of the Fund's shareholders and is, along with other relevant documents, available at no charge on the SEC website and http://www.sec.gov/. Information about the Participants and a description of their direct or indirect interests by security holdings is contained in the definitive proxy statement filed by the Participants with the SEC on February 28, 2023. This document is available free of charge on the SEC website.
