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Board members exit as Thunderbird agrees to cooperate with shareholder Voss Capital

Thunderbird Entertainment’s Atomic Cartoons produces animated series The Last Kids on Earth

Thunderbird Entertainment has entered into a temporary “cooperation agreement” with activist shareholder Voss Capital, the US hedge fund that initiated a proxy fight with the Vancouver-based studio in November.

The agreement will see Thunderbird shaking up its six-person board of directors, with Marni Wieshofer and Frank Giustra departing and a pair of directors nominated by Voss – former Blue Ant Media exec Asha Daniere and former general counsel at Entertainment One, Mark Trachuk – joining the board with immediate effect.

Wieshofer, who was interim chair of the board, agreed to step down while Lionsgate founder and long-term shareholder Giustra resigned.

Under the cooperation agreement, a seventh board director position will also be created. That board seat will be chosen by Thunderbird from nominees put forward by Voss at the company’s annual general meeting in March.

In addition, Thunderbird’s board has agreed that following the general meeting, it will form an advisory committee to “assess [its] capital allocation strategy and evaluate all strategic opportunities to maximise value for ultimate recommendation to the board.”

The cooperation agreement ends an ugly public spat that began in November when Voss, which owns around 13.3% of Thunderbird’s outstanding shares, went public with “concerns” about the Canadian firm’s “strategic direction and lack of responsiveness to shareholder concerns.”

At the time, Voss accused Thunderbird’s board of leading it in a “destructive strategic direction,” insisted it undertake a strategic review and put forward six new board nominations. One of Voss’s key criticisms was that Thunderbird was more interested in acquiring smaller studios than seeking to sell itself.

In response, Thunderbird, owner of animation studio Atomic Cartoons and unscripted arm Great Pacific Media, slammed Voss for initiating an “ambush proxy fight,” calling it an attempt to gain “complete control” of the company. Thunderbird also pushed back on Voss’s assertion that it must sell in order to unlock shareholder value.

Continuing members of the board are: Jennifer Twiner McCarron, who is also Thunderbird’s CEO; Azim Jamal; Linda Michaelson; and Jérôme Levy. Twiner McCarron has been appointed as board chair.

For its part, Voss has agreed to “abide by customary voting commitments and standstill restrictions” until after the next meeting of shareholders. The agreement expires following the end of Thunderbird’s fiscal year on June 30, 2023.

“Thunderbird is committed to a collaborative relationship with our shareholders and to considering all investor perspectives on the company’s existing strategy, as well as longer-term opportunities to create shareholder value as we continue progressing towards our goal of becoming the next major global studio,” said Twiner McCarron. She added: “We are saddened by [Frank] Giustra’s decision to leave the board, but we understand and respect his decision.”

Travis Cocke, Voss Capital’s chief investment officer, said: “In our view, Thunderbird is one of the top players in its industry and we have long been supporters of Jenn [Twiner McCarron], the entire Thunderbird team and their vision for the company’s future. We are confident that with the addition of new, highly-qualified independent directors, Thunderbird is well positioned to continue doing what they do best – create high quality content.”

Thunderbird is behind shows including animated series The Last Kids on Earth (Netflix), Molly of Denali (PBS) and unscripted titles Highway Thru Hell and $ave My Reno.

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