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MDC Partners Announces Board Updates; MDC Reaches Agreement with FrontFour CapitalKristen O'Hara and Additional New Independent Director to be Added to Company Slate of 2019 Nominees Mark Penn Appointed Chairman of the Board of MDC NEW YORK, April 22, 2019 /CNW/ -- (NASDAQ: MDCA) – MDC Partners Inc. ("MDC Partners" or the "Company") today announced several changes to its Board of Directors. First, the Company has reached a settlement agreement (the "Agreement") with FrontFour Capital Group LLC ("FrontFour"). As part of the agreement, MDC will include Kristen O'Hara on its slate of director nominees for election at the 2019 Annual Meeting. MDC will also include on its slate another nominee to be named, who will be a Canadian resident chosen by the Company with significant industry experience. FrontFour will take part in the selection process for this second nominee. Separate from the settlement, MDC also announced today that Chief Executive Officer Mark Penn has been appointed Chairman of the Board of Directors. "We are pleased to have reached this constructive outcome with FrontFour, and to welcome Kristen O'Hara as a nominee to our board," said Mark Penn, Chairman and CEO of MDC Partners. "Kristen's experience in marketing leadership roles at top companies across the media sector will be highly beneficial as we continue to evolve our business and we look forward to her perspectives. These changes are consistent with my belief in the importance of having directors with first-rate industry experience as we remain focused on maximizing value for all shareholders." As previously disclosed, directors Scott Kauffman and Clare Copeland will not stand for election at the 2019 meeting. The Company will file its proxy statement reflecting the updated slate of directors by April 30, 2019. "FrontFour believes in the significant potential of MDC under the leadership of its refreshed board," said Stephen Loukas of FrontFour. "We look forward to working with Mark Penn and the rest of MDC's executive leadership team in order to unlock value across the Company's exceptional network of agencies." Under the agreement, FrontFour immediately withdrew its requisition for a special meeting, and committed to support all of MDC's nominees at the 2019 Annual Meeting. FrontFour has also agreed to certain customary standstill provisions. The agreement will be included as an exhibit to a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission. About MDC Partners Inc. ADDITIONAL INFORMATION AND WHERE TO FIND IT Participants in Solicitation These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. Media/Investor Contact: Dan Zacchei/Erica Bartsch or Alexandra Delanghe
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