Lee Enterprises (LEE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for February 3, 2026, to vote on four key proposals, including a major private placement and board changes.

• The private placement involves issuing up to 16,000,000 shares at $3.25 per share, raising approximately $50 million in gross proceeds.

• Proceeds will be used for working capital and general corporate purposes, with a concurrent amendment to the company’s credit agreement to reduce interest costs.

• The transaction is critical to the company’s ability to continue as a going concern and to strengthen its balance sheet.

• Board unanimously recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Amend charter to increase authorized common stock from 12,000,000 to 40,000,000 shares.

• Proposal 2: Approve issuance of up to 16,000,000 shares under Nasdaq Listing Rule 5635(d) for the private placement.

• Proposal 3: Approve issuance of shares resulting in a change of control under Nasdaq Listing Rule 5635(b).

• Proposal 4: Approve adjournment of the meeting if more time is needed to solicit votes.

• Supporting Holders, owning 42% of shares, have agreed to vote in favor of all proposals.

Board of directors and corporate governance

• Board size to increase from nine to ten members upon closing; Anchor Investor will appoint a new Chairperson.

• An additional director, mutually agreed upon by the Anchor Investor and the company, will be appointed.

• CEO Kevin Mowbray to retire at closing, with COO Nathan Bekke to become Interim CEO.