LEE ENTERPRISES, Inc PRE 14A, filed Nov 3, 2025
LEE ENTERPRISES, Inc (LEE)
PRE 14A
2025-11-03
For: 2025-11-03
View Original
Added on
October 20, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
LEE ENTERPRISES, INCORPORATED
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
☐ Fee paid previously with preliminary materials
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION
In accordance with Rule 14a-6(d) under Regulation 14A, Lee Enterprises, Incorporated intends to release definitive copies of this Proxy Statement to stockholders on or about , 2025.
LEE ENTERPRISES, INCORPORATED
4600 E. 53rd Street
Davenport, IA 52807
NOTICE OF 2025 SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD , 2025
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Lee Enterprises, Incorporated (“Company”) will be held on , 2025, at Central Time (“Special Meeting”). The Special Meeting will be held exclusively online in a virtual meeting format, allowing stockholders to listen, vote, and submit questions conveniently from their own home or other remote location. The Company’s Board of Directors (“Board”) has determined that conducting an exclusively online meeting will increase stockholder accessibility, improve meeting efficiency, and reduce costs, both to the Company and those stockholders who attend and participate in the Special Meeting. Stockholders may attend and participate in the Special Meeting by logging in at http://www.virtualshareholdermeeting.com/LEE2025SM. At the Special Meeting, you will be asked to:
1.Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (“Charter”) to increase the number of shares of common stock, par value $0.01 per share (“Common Stock”), authorized for issuance from 12,000,000 shares to 24,000,000 shares (“Additional Common Stock Proposal” or “Proposal 1”);
2.Approve an amendment to the Charter to establish a class of non-voting common stock par value $0.01 per share (the “Non-Voting Common Stock”), and to authorize for issuance up to 12,000,000 shares of Non-Voting Common Stock (“Non-Voting Common Stock Proposal” or “Proposal 2”);
3.Approve an amendment to the Charter to authorize for issuance up to 10,500,000 shares of “blank check” preferred stock, no par value per share (“Preferred Stock” and such proposal, the “Preferred Stock Proposal” or “Proposal 3”); and
4.Approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of additional proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Additional Common Stock Proposal, the Non-Voting Common Stock Proposal or the Preferred Stock Proposal at the time of the Special Meeting or in connection with any other business properly brought before the Special Meeting (“Adjournment Proposal” or “Proposal 4”).
The Board has fixed the close of business on October 22, 2025, as the record date for the Special Meeting (“Record Date”). Only stockholders of record at that time are entitled to notice of, and to vote at, the Special Meeting and any adjournment, continuation or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose germane to the Special Meeting, at the Special Meeting and for 10 days prior to the
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Special Meeting during ordinary business hours at 4600 E. 53rd Street, Davenport, IA 52807, the Company’s principal executive offices.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS.
THIS PROXY STATEMENT AND THE ENCLOSED PROXY CARD ARE BEING MAILED TO OUR STOCKHOLDERS ON OR ABOUT , 2025. In accordance with the rules of the Securities and Exchange Commission (“SEC”), because we have elected to utilize the “full set delivery” option, we are delivering to all stockholders paper copies of all of the proxy materials. This Notice of Special Meeting and Proxy Statement are available to holders of our common stock at http://www.virtualshareholdermeeting.com/LEE2025SM and on our Investor Relations website investors.lee.net. These proxy materials will be available free of charge.
We encourage you to attend and participate in the Special Meeting. However, it is important that your shares be represented whether or not you plan to attend. Even if you plan to attend the Special Meeting, please vote as instructed in the Proxy Statement as promptly as possible to ensure your vote is recorded. Alternatively, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you attend the meeting and your shares are registered in your name, you may withdraw your proxy at that time and vote your shares during the Special Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS VOTING
“FOR” THE ADDITIONAL COMMON STOCK PROPOSAL (PROPOSAL 1);
“FOR” THE NON-VOTING COMMON STOCK PROPOSAL (PROPOSAL 2);
“FOR” THE PREFERRED STOCK PROPOSAL (PROPOSAL 3); and
“FOR” THE ADJOURNMENT PROPOSAL (PROPOSAL 4).
Regardless of the number of shares of Common Stock you own, your vote is important. Thank you for your continued support, interest, and investment in Lee Enterprises, Incorporated.
This Notice of the Special Meeting and the accompanying Proxy Statement are first being made available to stockholders of record as of October 22, 2025, on or about , 2025.
If you have any questions or require any assistance in voting your shares, please contact our proxy solicitor:
Morrow Sodali LLC
509 Madison Avenue Suite 1206
New York, NY 10022
Stockholders Call Toll Free: 800-662-5200
Banks, Brokers, Trustees, and Other Nominees Call Collect: 203-658-9400
Email: LEE@investor.MorrowSodali.com
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EXPLANATORY NOTE
Lee Enterprises, Incorporated (“Company”) is a “smaller reporting company,” as defined by Item 10 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the Company may provide certain scaled disclosures to the extent applicable in this Proxy Statement and permitted under the Exchange Act for smaller reporting companies. Please also see the section titled “Where You Can Find Additional Information” for more information about the Company’s periodic reporting with the SEC.
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TABLE OF CONTENTS | PAGE | ||||
Proxy Statement Summary | |||||
Questions and Answers About the Special Meeting | |||||
Proposal 1- Additional Common Stock Proposal | |||||
Proposal 2- Non-Voting Common Stock Proposal | |||||
Proposal 3- Preferred Stock Proposal | |||||
Proposal 4 – Adjournment Proposal | 23 | ||||
Voting Securities And Principal Holders Thereof | |||||
Additional Information | |||||
Appendix A – Charter Amendments | |||||
| Proxy Card | |||||
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LEE ENTERPRISES, INCORPORATED
PROXY STATEMENT
SPECIAL MEETING OF STOCKHOLDERS
This Proxy Statement (including all appendices attached hereto, this “Proxy Statement”) is furnished in connection with the solicitation of proxies by the Board of Directors (“Board”) of Lee Enterprises, Incorporated, a Delaware corporation (“Company”) for use at the Company’s Special Meeting of stockholders (including any adjournments, postponements, or continuations thereof, “Special Meeting”). Unless the context otherwise requires, references in this Proxy Statement to the “Company,” “we,” “us,” “our”, and similar terms refer to Lee Enterprises, Incorporated.
Special Meeting of Stockholders
| Date and Time | , 2025, Central Time | |||||||
| Place | http://www.virtualshareholdermeeting.com/LEE2025SM | |||||||
| Record Date | October 22, 2025 | |||||||
| Proxy Materials | The Notice of the Special Meeting, this Proxy Statement, and the accompanying proxy card are first being mailed or made available on or about , 2025, to stockholders of record as of the Record Date. | |||||||
Proposals and Board Recommendations for Voting
| Proposals: | Unanimous Board Recommendation | For more detail, see page: | ||||||||||||
| Proposal 1 - Additional Common Stock Proposal | FOR | 14 | ||||||||||||
| Proposal 2 - Non-Voting Common Stock Proposal | FOR | 17 | ||||||||||||
| Proposal 3 - Preferred Stock Proposal | FOR | 20 | ||||||||||||
| Proposal 4 - Adjournment Proposal | FOR | 23 | ||||||||||||
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
Why Am I Receiving These Proxy Materials?
The Board is soliciting your vote at the Special Meeting to be held on , 2025, at Central Time, by live webcast at http://www.virtualshareholdermeeting.com/LEE2025SM for the purposes set forth in this Proxy Statement. These materials were first sent or made available to stockholders on or about , 2025, by mail. You are invited to attend and participate in the Special Meeting and are requested to vote on the proposals described in this Proxy Statement.
What Is the Purpose of the Special Meeting?
The purpose of the Special Meeting is for the Company’s stockholders to vote to approve amendments to the Charter (the “Charter Amendments”), to (a) increase the number of authorized shares of Common Stock from 12,000,000 shares to 24,000,000 shares, (b) establish a class of Non-Voting Common Stock and authorize for issuance up to 12,000,000 shares of Non-Voting Common Stock and (c) authorize for issuance up to 10,500,000 shares of “blank check” Preferred Stock. The Company believes it has limited capacity to issue shares of Common Stock and to offer attractive forms of capital stock, such as the Non-Voting Common Stock and Preferred Stock, under its current share authorization for its corporate needs. Please see “Proposal 1 – Additional Common Stock Proposal,” “Proposal 2 – Non-Voting Common Stock Proposal” and “Proposal 3 — Preferred Stock Proposal” for more information regarding the purpose and effects of the proposed Charter Amendments. Also please see the full text (in redline format to show relevant amendments) of the proposed Charter Amendments, which are reflected in an amended and restated certificate of incorporation (the “Charter Amendment and Restatement”) and attached to and incorporated into this Proxy Statement as Appendix A.
When and Where Will the Special Meeting Be Held?
The Special Meeting is scheduled to be held at Central Time, on , 2025. The Special Meeting will be an exclusively virtual meeting. There will be no physical location. The meeting will only be conducted by live webcast at http://www.virtualshareholdermeeting.com/LEE2025SM.
How can I Attend and Participate in the Special Meeting?
Attendance at the Special Meeting will be limited to stockholders as of the Record Date, their authorized representatives, and guests of the Company. To participate in the virtual meeting, visit http://www.virtualshareholdermeeting.com/LEE2025SM and enter the 16-digit control number on your proxy card or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 8:30 a.m. Central Time on , 2025. The meeting will begin promptly at Central Time on , 2025.
How Do I Submit a Question at the Special Meeting?
If you wish to submit a question, you may do so in two ways. If you want to ask a question before the meeting, prior to 11:59 p.m. Central Time on December [3], 2025, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.” Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at http://www.virtualshareholdermeeting.com/LEE2025SM, type your question into the “Ask a Question” field, and click “Submit.” We recommend stockholders vote by proxy prior to the Special Meeting even if they plan to attend the Special Meeting.
Questions pertinent to meeting matters will be answered during the meeting to the extent reasonably possible. Each stockholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions regarding personal matters or
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interests, including those related to employment, product or service issues, or suggestions for product or service issues, or suggestions for product innovations, regarding material non-public information of the Company, including the status or results of our business, related to any pending, threatened or ongoing litigation, substantially repetitious of questions already made by another stockholder, in excess of the two question limit, or out of order or not otherwise suitable for the conduct of the Special Meeting as determined by the chair of the Meeting in such person’s reasonable judgment.
What If I Have Technical Difficulties Accessing or Participating in the Special Meeting?
If you encounter technical difficulties with the virtual meeting platform on the meeting day, please reach out to the technical support team using the contact information available on the virtual meeting website at www.virtualshareholdermeeting.com/LEE2025SM. Technical support will be available starting at 8:30 a.m. Central Time on , 2025, and will remain available until thirty minutes after the meeting has finished.
What Is Included in These Materials?
These materials include:
•This Proxy Statement for the Special Meeting; and
•The accompanying proxy card.
What Matters Will Be Voted on at the Special Meeting?
We are aware of four matters on which stockholders may vote at the Special Meeting. The following items are each listed on the proxy card:
•Proposal 1: Approve an amendment to the Charter to increase the number of shares of Common Stock authorized for issuance from 12,000,000 shares to 24,000,000 shares;
•Proposal 2: Approve an amendment to the Charter to establish a class of Non-Voting Common Stock and to authorize for issuance up to 12,000,000 shares of Non-Voting Common Stock;
•Proposal 3: Approve an amendment to the Charter to authorize for issuance up to 10,500,000 shares of Preferred Stock; and
•Proposal 4: Approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of additional proxies in the event there are insufficient votes for, or otherwise in connection with, the approval of the Additional Common Stock Proposal or Non-Voting Common Stock Proposal at the time of the Special Meeting.
We will also transact such other business as may properly come before the Special Meeting or any adjournment thereof.
Are the Proposals Conditioned Upon Each Other?
No. However, if any of Proposals 1, 2 and 3 with respect to the Charter Amendments are not approved by stockholders at the Special Meeting, then such unapproved amendments to our Charter will not be implemented and the relevant sections of our Charter will remain the same as they are now, after accounting for any such proposal that may be approved by the stockholders and later implemented by the Board.
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For the avoidance of doubt, Proposal 4 on meeting adjournment is not conditioned on the approval of any of Proposals 1, 2 and 3 with respect to the Charter Amendments. However, if any of Proposals 1, 2 and 3 with respect to the Charter Amendments are not expected to be approved by our stockholders, subject to our By-laws (which also permit the meeting’s chair to adjourn any meeting as necessary), we may find it desirable to put Proposal 4 on meeting adjournment to a vote to seek additional time to obtain sufficient votes in support of the Proposals 1, 2 and 3 with respect to the Charter Amendments.
Could Other Matters Be Decided at the Special Meeting?
The Board does not intend to present to the Special Meeting any business other than the proposals described in this Proxy Statement. Our Board is not aware of any other business to be presented for action at the Special Meeting. However, if any other matters properly come before the Special Meeting, the individuals named as proxies, or their duly constituted substitutes acting at the Special Meeting, will be authorized to vote or otherwise act thereon in accordance with their judgment on such matters to the extent authorized by Rule 14a-4(c) of the Exchange Act.
What Are the Board’s Voting Recommendations?
The Board unanimously recommends you vote your shares:
•FOR the Additional Common Stock Proposal (Proposal 1);
•FOR the Non-Voting Common Stock Proposal (Proposal 2)
•FOR the Preferred Stock Proposal (Proposal 3); and
•FOR the Adjournment Proposal (Proposal 4).
How May I Obtain a Printed Copy of the Proxy Materials?
To receive free of charge a separate copy of the Notice and, if applicable, this Proxy Statement stockholders may write or call our offices at the following:
Lee Enterprises, Incorporated
Attn: Investor Relations
4600 E. 53rd Street Davenport, IA 52807
(563) 383-2100
Stockholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer, or other similar organization to request information.
Who May Vote at the Special Meeting?
Each share of our Common Stock has one vote on each proposal. Only stockholders of record at the close of business on the Record Date will be entitled to notice of and to vote at the Special Meeting or at any adjournment or postponement thereof. As of the Record Date, there were 6,262,967 shares of Common Stock outstanding.
How Many Votes Can be Cast by All Stockholders?
6,262,967 votes, consisting of one vote for each share of Common Stock outstanding on the Record Date. There is no cumulative voting, and the holders of the Common Stock vote together as a single class.
How Can I Convert Former Class B Common Stock into Common Stock?
In 2011, all shares of Class B Common Stock were converted into an equal number of shares of Common Stock, in accordance with sunset provisions for Class B Common Stock established in 1986. If
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you still hold certificates for Class B Common Stock, contact our transfer agent, EQ Shareowner Services (“Equiniti”), at 1-800-468-9716 to have the shares converted to Common Stock.
What is the Difference Between a Stockholder of Record and a Beneficial Owner of Shares Held in Street Name?
Stockholder of Record. You are the “stockholder of record” for any Company shares you own directly in your name in an account with the Company’s transfer agent, Equiniti.
Beneficial Owner of Shares Held in Street Name. You are the “beneficial owner” of shares held in street name if your Company shares are held in an account with a broker, bank, or other nominee as custodian on your behalf. The broker, bank, or other nominee is considered the stockholder of record of these shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee how to vote the Company shares in your account. Please refer to the voting instructions provided by your bank, broker, or other nominee to direct it how to vote your shares. You are also invited to attend the Special Meeting; however, because you are not the stockholder of record, you will not be able to vote the shares of which you are the beneficial owner in person at the Special Meeting unless you obtain a legal proxy from the stockholder of record authorizing you to vote the shares.
What is the Quorum Requirement for the Special Meeting?
A majority of the shares entitled to vote at the Special Meeting must be present at the Special Meeting in person or by proxy for the transaction of business. This is called a quorum. Your shares will be counted for purposes of determining if there is a quorum if you are entitled to vote at the Special Meeting and you are present in person at the Special Meeting; or have properly voted on the Internet, by telephone or by submitting a proxy card or voting instruction form by mail. For additional information regarding abstentions and broker non-votes, please see the questions titled “What Happens If I Do Not Give Specific Voting Instructions?” and “How Do Unmarked Proxy Cards Affect The Voting Results?”
What If a Quorum is Not Present at the Special Meeting?
A quorum is necessary to hold a valid meeting. If a quorum is not present or represented at the scheduled time of the Special Meeting, the chair of the Special Meeting may adjourn the Special Meeting until a quorum is present or represented.
How Do I Vote?
Whether you are a stockholder of record or hold any of your shares in “street name,” such as in a stock brokerage account or through a bank or other nominee, you may vote in the following ways:
| By Phone | By Internet | |||||||
| Vote by dialing the number on the proxy card/voting instruction form and following the easy voice prompts | Follow the instructions included on the proxy card/voting instruction form | |||||||
| By Mail | By Virtual Meeting | |||||||
| If you request printed copies of the proxy materials by mail, you will receive a proxy card and you may vote by proxy by filling out the proxy card and returning it | Attend the Virtual Meeting | |||||||
The deadline for voting by telephone or by Internet will vary depending upon how you vote your shares. Please follow the instructions shown on your proxy card or voting instruction form.
If you are not the stockholder of record, please refer to the voting instructions provided by your bank, broker, or other nominee to direct it how to vote your shares. Your vote is important. You are also
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invited to attend the Special Meeting; however, if you are not the stockholder of record, you may not vote these shares at the Special Meeting unless you obtain a legal proxy from the stockholder of record authorizing you to vote the shares.
Certain of our stockholders hold their shares in more than one account and may receive separate proxy cards or voting instruction forms for each of those accounts. To ensure all of your shares are represented at the Special Meeting, we recommend you submit every proxy card or voting instruction form you receive.
Who Will Count the Votes?
Representatives of Broadridge Investor Communications Services (“Broadridge”) will tabulate the votes, and a representative of Broadridge will act as inspector of election.
How Can I Revoke My Proxy or Change My Vote after I Vote?
If you are a stockholder of record, you may revoke your proxy or change your vote prior to the Special Meeting by:
•Voting again via the Internet or by telephone;
•Signing, dating, and returning a new proxy card or voting instruction form with a later date;
•Signing, dating, and mailing an instrument revoking the proxy to Lee Enterprises, Incorporated, at 4600 E. 53rd Street, Davenport, Iowa 52807, the Company’s principal executive offices; or
•Attending the Special Meeting and voting, which will revoke any prior proxy.
If you are a beneficial owner of your shares and you have instructed your bank, broker, or other nominee to vote your shares, you may change your vote prior to the Special Meeting by following directions provided by your bank, broker, or other nominee to change such voting instructions. Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Special Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Company before your proxy is voted or you vote online at the Special Meeting.
What Happens If I Do Not Give Specific Voting Instructions?
Stockholders of Record. If you are a stockholder of record and you indicate when voting on the Internet or by telephone that you wish to vote as recommended by the Board, or sign and return a proxy card without giving specific voting instructions, then the persons named as proxy holders will vote your shares in the manner recommended by the Board on all matters presented in this Proxy Statement and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Special Meeting.
Beneficial Owners. If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, then the organization that holds your shares may generally vote on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” See “How Are Any Broker Non-Votes Determined?” for more information. Each Proposal included in this Proxy Statement are expected to be non-routine matters, and therefore brokers, banks or other nominees will not have authority to vote your shares if you do not provide them with specific voting instructions.
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What is the Voting Requirement to Approve Each of the Proposals?
| Proposal | Vote Required for Approval | Effect of Abstentions | Effect of Broker Non-Votes (if any) | ||||||||
| 1. Additional Common Stock Proposal | Requires that the votes cast “for” the proposal exceed the votes cast “against” the proposal | No effect [1] | No effect | ||||||||
| 2. Non-Voting Common Stock Proposal | Requires affirmative vote of the holders of a MAJORITY of the outstanding shares of our Common Stock | Against | Against | ||||||||
| 3. Preferred Stock Proposal | Requires affirmative vote of the holders of a MAJORITY of the outstanding shares of our Common Stock | Against | Against | ||||||||
| 4. Adjournment Proposal | Requires the affirmative vote of the holders of a MAJORITY of the shares of our Common Stock, represented virtually or by proxy at the Special Meeting and entitled to vote on the matter | Against | No effect | ||||||||
[1] Since abstentions are not counted as votes cast, any abstentions will have no effect on the vote on this proposal.
How Do Unmarked Proxy Cards Affect the Voting Results?
Unmarked Proxies. If you sign and return a proxy card or otherwise vote as directed herein, but do not mark how your shares are to be voted, the individuals named as proxies therein will vote your shares in accordance with the recommendation of the Board on all proposals; therefore, if no direction is made, an unmarked proxy will be voted:
•FOR the Additional Common Stock Proposal;
•FOR the Non-Voting Common Stock Proposal;
•FOR the Preferred Stock Proposal; and
•FOR the Adjournment Proposal.
If permitted, in their discretion, the proxies named therein will be authorized to vote upon such other business as may properly come before the Special Meeting and any adjournment or postponement thereof.
How Are Any Broker Non-Votes Determined?
If you are a “street name” holder of Common Stock and you provide your bank, broker, trust or other nominee with voting instructions on at least one of the proposals brought before the Special Meeting, then your shares will be counted in determining the presence of a quorum. The proposals for consideration at the Special Meeting (including the Adjournment Proposal) are expected to be considered “non-routine” matters, and, therefore, no broker would have discretion to vote on any of the proposals to be considered at the Special Meeting without voting instructions from the beneficial owner of the shares. If you are a “street name” holder of shares and you do not provide your bank, broker, trust or other nominee with voting instructions, then your shares will not be counted in determining the presence of a quorum.
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Under the Nasdaq rules, brokers who hold shares in a “street name” for a beneficial owner typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from the beneficial owner on how to vote. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters Nasdaq does not deem “routine.” None of the proposals to be voted on at the Special Meeting are expected to be deemed routine under the Nasdaq rules. Consequently, your bank, broker, trust or other nominee will NOT have the power to vote your Common Stock at the Special Meeting unless you provide instructions to your bank, broker, trustor, or other nominee on how to vote on each proposal. You should instruct your bank, broker, trust or other nominee on how to vote your shares with respect to each of the proposals, using the instructions provided by your bank, broker, trust or other nominee. You may be able to vote by telephone or through the Internet if your bank, broker, trust or other nominee offers these options.
Is My Vote Confidential?
Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within the Company or to third parties, except: as necessary to meet applicable legal requirements; to allow for the tabulation and certification of votes; and to facilitate a successful proxy solicitation. Occasionally, stockholders provide written comments on their proxy cards, which may be forwarded to our management and the Board.
Where Can I Find the Voting Results of the Special Meeting?
Voting results will be tallied by the inspector of election. The Company will report the preliminary results in a Current Report on Form 8-K, to be filed with the SEC within four business days following the Special Meeting, and the final results as soon as practicable following certification by the inspector of election.
Who is Paying the Costs of Proxy Solicitation?
The Company will bear the cost of the solicitation of proxies by the Company. Morrow Sodali LLC has been retained to assist in the solicitation of proxies for a fee of $10,000.00, plus additional fees relating to telephone solicitation and reimbursement of certain expenses.
What is the Deadline to Propose Actions for Consideration, or to Nominate Individuals to Serve as Directors, at the 2026 Annual Meeting of Stockholders?
Stockholder Proposals for Inclusion in the Proxy Statement for the 2026 Annual Meeting
Stockholders interested in submitting a proposal considered for inclusion in the Company’s proxy statement for the 2026 annual meeting of stockholders (“2026 annual meeting”) must follow the procedures set forth in Rule 14a-8 under the Exchange Act. Proposals must be submitted to us by registered, certified, or express mail to the attention of the Company’s Corporate Secretary at our principal executive offices. In general, to be considered for inclusion in our proxy statement and form of proxy relating to the 2026 annual meeting, the Company has determined that stockholder proposals pursuant to Rule 14a-8 must have been received no later than the close of business on September 18, 2025.
Director Nominations for Inclusion in the Proxy Statement for the 2026 Annual Meeting
Under the proxy access provision in our By-Laws, an eligible stockholder or group of up to 20 stockholders owning at least 3% of our Common Stock continuously for three years may elect to nominate up to two individuals or 20% of the Board, whichever is greater, for election at the 2026 annual meeting, and to have those individuals included in our proxy statement for that meeting. If a stockholder or group of stockholders wishes to nominate one or more director candidates to be included in the
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Company’s proxy statement for the 2026 annual meeting pursuant to these proxy access provisions in Article II, Section 12 of the By-Laws, notice must be received by the Secretary of the Company at the Company’s principal executive offices no earlier than the close of business on September 30, 2025, and no later than the close of business on October 30, 2025. However, if the date of the 2026 annual meeting is more than 30 days before or more than 60 days after the first anniversary of the date of the 2026 annual meeting, such notice must be received by the Secretary of the Company at the Company’s principal executive offices no earlier than the close of business on the date that is 150 days in advance of the date of the 2026 annual meeting and no later than the close of business on the later of 120 days in advance of the 2026 annual meeting or 10 days following the date we first publicly announce the date of 2026 annual meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our By-Laws.
Other Proposals or Director Nominations for Presentation at the 2026 Annual Meeting
Stockholders who wish to nominate one or more individuals to serve as directors or to bring business before the 2026 annual meeting (other than nominations pursuant to our proxy access bylaw or a stockholder proposal in accordance with Rule 14a-8), must notify the Secretary of the Company in writing and provide the information required by Article II, Section 2 of our By-Laws. The notice must be made to the attention of the Company’s Corporate Secretary and delivered to, or mailed and received at the Company’s principal executive offices no earlier than the close of business on October 30, 2025, and no later than the close of business on November 28, 2025. However, if the date of the 2026 annual meeting is more than 30 days before or more than 70 days after the first anniversary of the date of the 2026 annual meeting, such notice must be made to the attention of the Company’s Corporate Secretary and delivered to, or mailed and received at the Company’s principal executive offices no earlier than the close of business on the 120th day in advance of the 2026 annual meeting and no later than the close of business on the later of 90 days in advance of the 2026 annual meeting or 10 days following the date we first publicly announce the date of 2026 annual meeting. Any such notice must also comply with the timing, disclosure, procedural and other requirements as set forth in our By-Laws.
In addition to satisfying the requirements of the By-Laws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act (the universal proxy rules), stockholders who intend to solicit proxies in support of director nominees other than the Board’s nominees must also provide written notice to the Secretary of the Company that sets forth all the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than December 29, 2025.
A copy of our By-Laws was filed with the SEC as Exhibit 3.1 to our Current Report on Form 8-K on June 27, 2019. That document may be located on our website www.lee.net. Click on “Investors,” then “Financials & Filings” and “SEC filings.”
| Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Company’s Proxy Statement and form of Proxy Card are available at www.proxyvote.com | ||
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PROPOSAL 1 – ADDITIONAL COMMON STOCK PROPOSAL
The Board has approved, and is asking stockholders to adopt and approve, an amendment to our Charter to effectuate an increase in the number of authorized shares of Common Stock from 12,000,000 shares to 24,000,000 shares, which amendment is set forth in Article FOURTH, clause (c) of the Charter Amendments. The full text (in redline format to show relevant amendments) of the proposed Charter Amendments is attached to and incorporated into this Proxy Statement as Appendix A.
Assuming stockholders approve the Additional Common Stock Proposal, the effective date of the Charter Amendment and Restatement will be determined at the sole discretion of the Board. If the stockholders approve only the Additional Common Stock Proposal, but not the Non-Voting Common Stock Proposal and/or the Preferred Stock Proposal, then the Board would determine whether to approve the Company to file a Charter Amendment and Restatement with the Delaware Secretary of State that includes only the amendment(s) that were approved by the stockholders. The Board may determine, in its sole discretion, not to effectuate the Charter Amendment and Restatement (in whole or in part) and not to file the Charter Amendment and Restatement.
Purpose of the Additional Common Stock Proposal
The purpose of the Additional Common Stock Proposal is to provide the Company with sufficient shares of authorized Common Stock to give the Company greater flexibility in considering and planning for future corporate needs, including, but not limited to, financing transactions, the provision of equity incentives to employees, officers and directors pursuant to the Company’s compensation plans, potential strategic transactions, including mergers, acquisitions and business combinations, as well as other general corporate transactions. The Company believes it has limited remaining capacity to issue shares of Common Stock under its current share authorization for its corporate needs.
In particular, the Company is actively considering pursuing one or more financing transactions, including the issuance of Common Stock or other convertible equity securities for cash to existing and/or new holders of our Common Stock, which the Company believes could, if it had the capacity to execute, materially enhance long-term stockholder value. Due to the Company’s relatively small market capitalization and its current share authorization, the Company does not presently have a meaningful ability to use its Common Stock to execute any such financing transactions.
However, among other things, there can be no assurance that (i) the Additional Common Stock Proposal, if approved by stockholders, will be actually effectuated by the Board or (ii) any potential future financing or strategic transactions will occur.
Except as otherwise required by law, upon the valid filing and effectiveness of the Charter Amendments with the Delaware Secretary of State, the newly authorized shares of Common Stock will be available for issuance at the discretion of our Board for various future corporate needs, including those outlined above. No further action by the stockholders is expected to be solicited before issuance of the Company’s Common Stock, including the newly authorized shares, unless as may be required by applicable law or the rules and regulations of any securities exchange or other regulatory body. While approval of the Additional Common Stock Proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our Common Stock may, among other things, dilute the earnings per share of our Common Stock and the equity and voting rights of those holding Common Stock at the time the additional shares are issued. In addition, the availability of additional shares of Common Stock for issuance could, under certain circumstances, discourage or make more difficult efforts to obtain control of the Company. Our Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company. This proposal is not being presented with the intent it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board from taking any appropriate actions consistent with its fiduciary duties. For the avoidance of doubt, the Charter Amendments is not being proposed as a result of
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the Company’s existing stockholder rights plan, dated March 28, 2024 (as may be amended from time to time).
Any newly authorized shares of Common Stock will be identical to the shares of Common Stock now authorized and outstanding. The Charter Amendments will not affect the rights of current holders of our Common Stock, none of whom have preemptive or similar rights to acquire the newly authorized shares.
Effects of the Additional Common Stock Proposal
If the Additional Common Stock Proposal is approved, and the Company effectuates the Charter Amendments, the number of authorized shares of Common Stock will be 24,000,000. Assuming the Non-Voting Common Stock Proposal and the Preferred Stock Proposal are also approved, the total number of authorized shares of capital stock of the Company will be 50,000,000, consisting of 24,000,000 authorized shares of Common Stock, par value $0.01 per share, 12,000,000 authorized shares of Non-Voting Common Stock, par value $0.01 per share, 10,500,000 shares of “blank check” Preferred Stock, no par value per share, 500,000 shares of Serial Convertible Preferred Stock, without par value, and 3,000,000 shares of Class B Common Stock, par value $2.00 per share. The Additional Common Stock Proposal will not change the par value of the shares of the Common Stock, affect the number of shares of Common Stock outstanding or the rights or privileges of holders of shares of the Common Stock or have any effect on any outstanding securities, including outstanding equity awards, that are exercisable, convertible or exchangeable for shares of Common Stock, except for effects incidental to increasing the number of shares of Common Stock outstanding.
Effective Time
The effective time of the Charter Amendments, if Proposals 1, 2 and/or 3 are adopted and approved by stockholders and the Charter Amendments is implemented at the discretion of the Board, will be the date and time the Charter Amendments effectuating Proposals 1, 2 and/or 3 (in whole or in part) is filed with the Delaware Secretary of State or such later time as is specified therein. The exact timing of the Charter Amendments will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced by the Company.
The Charter Amendments may be delayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Charter Amendments with the Delaware Secretary of State, notwithstanding stockholder adoption and approval of the Charter Amendments if the Board, in its sole discretion, determines it is in the best interests of the Company and its stockholders to delay or abandon the Charter Amendments (in whole or in part). If the Charter Amendments is not effective with the Delaware Secretary of State within three months of the date of the Special Meeting, the Board will be deemed to have abandoned the Charter Amendments.
Appraisal Rights
Under Delaware law, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to the Charter Amendments, and we will not independently provide our stockholders with any such rights.
Interest of Certain Persons in Matters to be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Charter Amendments that is not shared by all of our other stockholders.
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Effect of Failure to Obtain Stockholder Approval
If we do not obtain stockholder approval for this Proposal 1, we may not have the ability to raise sufficient capital to continue to operate our business or meet our financing needs or not have sufficient shares authorized to effectuate strategic transactions in the future where the consideration would otherwise be Common Stock.
Voting Standard
The votes cast “for” the Additional Common Stock Proposal must exceed the votes cast “against” this proposal to approve this Additional Common Stock Proposal at the Special Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE ADDITIONAL COMMON STOCK PROPOSAL
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PROPOSAL 2 – NON-VOTING COMMON STOCK PROPOSAL
The Board has approved, and is asking stockholders to adopt and approve, an amendment to the Charter to establish a class of non-voting common stock, par value $0.01 per share and to authorize for issuance up to 12,000,000 shares of Non-Voting Common Stock, which amendments are set forth in Article Fourth, clause (c) (with respect to the new defined term “Voting Common Stock”) and clause (d) and subdivisions (A), (B), (C) and (D) of the Charter Amendment and Restatement. The full text (in redline format to show relevant amendments) of the proposed Charter Amendment and Restatement is attached to and incorporated into this Proxy Statement as Appendix A.
Assuming stockholders approve the Non-Voting Common Stock, the effective date of the Charter Amendment and Restatement will be determined at the sole discretion of the Board. If the stockholders approve only the Non-Voting Common Stock Proposal, but not the Additional Common Stock Proposal and/or the Preferred Stock Proposal, then the Board would determine whether to approve the Company to file a Charter Amendment and Restatement with the Delaware Secretary of State that includes only the amendment(s) that were approved by the stockholders. The Board may determine, in its sole discretion, not to effectuate the Charter Amendment and Restatement (in whole or in part) and not to file the Charter Amendment and Restatement.
Purpose of the Non-Voting Common Stock Proposal
The Company's Charter currently authorizes the issuance of up to 12,000,000 shares of Common Stock and, if Proposal 1 is approved by the stockholders, the Charter Amendment and Restatement will provide for the issuance of up to 12,000,000 shares of Common Stock. If this Proposal 2 is approved, the Charter Amendment and Restatement would increase the number of shares of Common Stock and Non-Voting Common Stock to an aggregate of 36,000,000 shares, of which 12,000,000 shares will be Non-Voting Common Stock.
The Board believes the creation of a non-voting class of Common Stock is in the best interest of the Company in order to provide the Company with a sufficient amount of flexibility in negotiating future financing transactions, investments in, or acquisitions by, the Company. In this regard certain financial institutions, regulated entities, and other investors are prohibited from, or have policies which prohibit, the ownership of in excess of certain specified percentages of the voting securities of another entity. Further, the Board believes that 12,000,000 shares of Non-Voting Common Stock is an appropriate number of shares of Non-Voting Common Stock to be authorized so that each share of Non-Voting Common Stock should be able to be automatically converted into one share of Common Stock (subject to customary adjustments that may occur upon the date of conversion) on a future conversion date without a need to seek additional stockholder approval for such automatic conversion. As part of customary financing transactions, common stock, such as the Company’s Common Stock, would generally be required to be “reserved” for issuance for the conversion of the Non-Voting Common Stock. Further, as set forth in the Charter Amendment and Restatement, upon the third anniversary of the issuance of the convertible Non-Voting Common Stock, each share of convertible Non-Voting Common Stock will automatically convert into one share of our Common Stock, unless customarily adjusted due to subdivisions, combinations or stock splits with respect to our Common Stock. As a result, while giving the Company flexibility to explore the use of non-voting stock in any capital raising effort, it also puts a finite term on the existence of non-voting stock in the Company’s capital structure.
However, among other things, there can be no assurance that (i) the Non-Voting Common Stock Proposal, if approved by stockholders, will be actually effectuated by the Board or (ii) any potential future financing or strategic transactions will occur.
Except as otherwise required by law, upon the valid filing and effectiveness of the Charter Amendment and Restatement with the Delaware Secretary of State, the newly authorized shares of Non-Voting Common Stock will be available for issuance at the discretion of our Board for various future
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corporate needs, including those outlined above. No further action by the stockholders is expected to be solicited before issuance of the Company’s Non-Voting Common Stock unless as may be required by applicable law or the rules and regulations of any securities exchange or other regulatory body. While approval of the Non-Voting Common Stock Proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance of additional authorized shares of our Common Stock and Non-Voting Common Stock, on an aggregate basis, may, among other things, dilute the earnings per share of our Common Stock and Non-Voting Common Stock, on an aggregate basis, and the equity and voting rights of those holding Common Stock at the time the additional shares of Common Stock are issued through any conversion of the Non-Voting Common Stock. This proposal is not being presented with the intent it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board from taking any appropriate actions consistent with its fiduciary duties. For the avoidance of doubt, the Charter Amendment and Restatement is not being proposed as a result of the Company’s existing stockholder rights plan, dated March 28, 2024 (as may be amended from time to time).
Effects of the Non-Voting Common Stock Proposal
Except for the lack of voting rights associated with the Non-Voting Common Stock, holders of the Non-Voting Common Stock will have the same rights as holders of our voting Common Stock. The Non-Voting Common Stock will not vote in an election of directors or other matters put forward to our stockholders generally. However, the Non-Voting Common Stock may vote on certain discrete matters pertaining to the Non-Voting Common Stock as may be required by applicable law or the rules and regulations of any securities exchange or other regulatory body. Without limiting the generality of the foregoing, the Non-Voting Common Stock will be entitled to participate equally in all dividends, if any, payable with respect to the Common Stock (except that no dividend in shares of Common Stock shall be declared and paid on shares of Non-Voting Common Stock, instead such dividend will be declared and paid at the same rate but shall be paid in shares of Non-Voting Common Stock) and to share ratably in all assets of the Company in the event of a voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company, or upon distribution of the assets of the Company. The Company does not believe there are any significant economic costs to its current stockholders associated with the creation or issuance of the Non-Voting Common Stock, except to the extent the Non-Voting Common Stock is issued and sold or is convertible into voting Common Stock at a price below the market value of the Common Stock. Given the number of shares and the absence of voting rights with respect to the Non-Voting Common Stock being authorized, the Company does not believe there are any immediate anti-takeover effects arising from the approval of the new class of Non-Voting Common Stock, except to the extent of any future automatic conversion into Common Stock upon the third anniversary of the issuance of the Non-Voting Common Stock.
Effective Time
The effective time of the Charter Amendment and Restatement, if Proposals 1, 2 and/or 3 are adopted and approved by stockholders (in whole or in part) and the Charter Amendment and Restatement is implemented at the discretion of the Board, will be the date and time the Charter Amendment and Restatement effectuating Proposals 1, 2 and/or 3 (in whole or in part) is filed with the Delaware Secretary of State or such later time as is specified therein. The exact timing of the Charter Amendment and Restatement will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced by the Company.
The Charter Amendment and Restatement may be delayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Charter Amendment and Restatement with the Delaware Secretary of State, notwithstanding stockholder adoption and approval of the Charter Amendment and Restatement if the Board, in its sole discretion, determines it is in the best interests of the Company and its stockholders to delay or abandon the Charter Amendment and Restatement (in
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whole or in part). If the Charter Amendment and Restatement is not effective with the Delaware Secretary of State within three months of the date of the Special Meeting, the Board will be deemed to have abandoned the Charter Amendment and Restatement.
Appraisal Rights
Under Delaware law, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to the Charter Amendment and Restatement, and we will not independently provide our stockholders with any such rights.
Interest of Certain Persons in Matters to be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Charter Amendment and Restatement that is not shared by all of our other stockholders.
Effect of Failure to Obtain Stockholder Approval
If we do not obtain stockholder approval for this Proposal 2, we may not have the ability to raise sufficient capital to continue to operate our business or meet our financing needs or not have sufficient shares authorized to effectuate strategic transactions in the future where the consideration would otherwise be Common Stock.
Voting Standard
The affirmative vote of the holders of a MAJORITY of the outstanding shares of our Common Stock is required to approve the Non-Voting Common Stock Proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NON-VOTING COMMON STOCK PROPOSAL
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PROPOSAL 3 – PREFERRED STOCK PROPOSAL
The Board has approved, and is asking stockholders to adopt and approve, an amendment to the Charter to authorize for issuance up to 10,500,000 shares of Preferred Stock, which amendment is set forth in Article FOURTH, clause (a) and subdivision (S) of the Charter Amendment and Restatement. The full text (in redline format to show relevant amendments) of the proposed Charter Amendment and Restatement is attached to and incorporated into this Proxy Statement as Appendix A.
If this Proposal 3 is approved, and the Preferred Stock is authorized, Preferred Stock may be issued, from time to time, as authorized by the Board, in one or more series, in such numbers of shares, with such designations, powers, including voting powers, full or limited, or no voting powers, preferences and relative, participating, optional or other special rights, qualifications, limitations and restrictions as the Board determines. The powers, preferences and relative, participating, optional, or other special rights of each series of Preferred Stock, and any qualifications, limitations or restrictions of a series may differ from those of any other series.
Assuming stockholders approve the Preferred Stock Proposal, the effective date of the Charter Amendment and Restatement will be determined at the sole discretion of the Board. If the stockholders approve only the Preferred Stock Proposal, but not the Additional Common Stock Proposal and/or the Non-Voting Common Stock Proposal, then the Board would determine whether to approve the Company to file a Charter Amendment and Restatement with the Delaware Secretary of State that includes only the amendment(s) that were approved by the stockholders. The Board may determine, in its sole discretion, not to effectuate the Charter Amendment and Restatement (in whole or in part) and not to file the Charter Amendment and Restatement.
Purpose of the Preferred Stock Proposal
The Company's Charter currently authorizes the issuance of up to 500,000 shares of serial convertible preferred stock, without par value (the “Serial Convertible Preferred Stock”). If this Proposal 3 is approved, the Charter Amendment and Restatement would authorize the issuance of up to 10,500,000 shares of “blank check” Preferred Stock.
Due to its narrow terms and requirements, the existing Serial Convertible Preferred Stock and similar forms of preferred stock have not been considered useful by public companies for many years, and the Board does not believe that it would be useful with respect to any future equity financing transactions. The Board believes that authorization of the Preferred Stock would provide flexibility with respect to structuring potential equity financing transactions in connection with issuing additional capital stock to improve and strengthen the Company’s balance sheet and liquidity position. Preferred stock is commonly authorized by publicly traded companies and can be used as a valuable means of raising capital. In some circumstances, companies have been required to issue senior classes of securities to raise capital, with the terms of those securities being negotiated and tailored to meet the needs of both investors and issuing companies. Such senior securities often include liquidation preferences and dividend rights, conversion privileges and other rights not found in our Common Stock. In addition, preferred stock that is convertible into common stock (including, in some cases, certain conversion caps or other limitations on timing of conversions) is often a preferred form of equity investment for investors seeking to make significant capital infusions that would result in them acquiring significant equity positions.
Among other things, there can be no assurance that (i) the Preferred Stock Proposal, if approved by stockholders, will be actually effectuated by the Board or (ii) any potential future financing or strategic transactions will occur.
Except as otherwise required by law, upon the valid filing and effectiveness of the Charter Amendment and Restatement with the Delaware Secretary of State, the newly authorized shares of
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Preferred Stock will be available for issuance at the discretion of our Board for various future corporate needs, including those outlined above. No further action by the stockholders is expected to be solicited before issuance of the Company’s Preferred Stock unless as may be required by applicable law or the rules and regulations of any securities exchange or other regulatory body or provided in a Preferred Stock Designation. While approval of the Preferred Stock Proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders, any future issuance and conversion into Common Stock of our Preferred Stock, on an aggregate basis, may, among other things, dilute the earnings per share of our Common Stock, on an aggregate basis. This proposal is not being presented with the intent it be used to prevent or discourage any acquisition attempt, but nothing would prevent our Board from taking any appropriate actions consistent with its fiduciary duties. For the avoidance of doubt, the Charter Amendment and Restatement is not being proposed as a result of the Company’s existing stockholder rights plan, dated March 28, 2024 (as may be amended from time to time).
Effects of the Preferred Stock Proposal
If this Proposal 3 is approved, and the Charter Amendment and Restatement becomes effective, the Board would be able to issue shares of Preferred Stock with such designations, preferences and relative, participating, optional, conversion or other special rights (if any) of such series and the qualifications, limitations or restrictions (if any) thereof, as the Board may in the future establish by resolution or resolutions and by filing a certificate pursuant to the Delaware General Corporation Law (a “Preferred Stock Designation”), from time to time, providing for the issuance of such Preferred Stock. No vote of the holders of our Common Stock or Preferred Stock, unless otherwise expressly provided in the Charter (as amended) or in a Preferred Stock Designation creating any series of Preferred Stock or, to the extent the Company chooses to comply with any limiting rules of any securities exchange or quotation system on which shares of our common or Preferred Stock are then listed or traded, will be a prerequisite to the issuance of any series of Preferred Stock.
Effective Time
The effective time of the Charter Amendment and Restatement, if Proposals 1, 2 and/or 3 are adopted and approved by stockholders (in whole or in part) and the Charter Amendment and Restatement is implemented at the discretion of the Board, will be the date and time the Charter Amendment and Restatement effectuating Proposals 1, 2 and/or 3 (in whole or in part) is filed with the Delaware Secretary of State or such later time as is specified therein. The exact timing of the Charter Amendment and Restatement will be determined by our Board based on its evaluation as to when such action will be the most advantageous to the Company and its stockholders, and the effective date will be publicly announced by the Company.
The Charter Amendment and Restatement may be delayed or abandoned without further action by the stockholders at any time prior to effectiveness of the Charter Amendment and Restatement with the Delaware Secretary of State, notwithstanding stockholder adoption and approval of the Charter Amendment and Restatement if the Board, in its sole discretion, determines it is in the best interests of the Company and its stockholders to delay or abandon the Charter Amendment and Restatement (in whole or in part). If the Charter Amendment and Restatement is not effective with the Delaware Secretary of State within three months of the date of the Special Meeting, the Board will be deemed to have abandoned the Charter Amendment and Restatement.
Appraisal Rights
Under Delaware law, our stockholders are not entitled to dissenters’ rights or appraisal rights with respect to the Charter Amendment and Restatement, and we will not independently provide our stockholders with any such rights.
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Interest of Certain Persons in Matters to be Acted Upon
No officer or director has any substantial interest, direct or indirect, by security holdings or otherwise, in the Charter Amendment and Restatement that is not shared by all of our other stockholders.
Effect of Failure to Obtain Stockholder Approval
If we do not obtain stockholder approval for this Proposal 3, we may not have the ability to raise sufficient capital to continue to operate our business or meet our financing needs.
Voting Standard
The affirmative vote of the holders of a MAJORITY of the outstanding shares of our Common Stock is required to approve the Preferred Stock Proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”
THE PREFERRED STOCK PROPOSAL
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PROPOSAL 4 – ADJOURNMENT PROPOSAL
The Proposal
If necessary, the Company is seeking approval of one or more adjournment(s) of the Special Meeting by the chair of the Special Meeting to a later date, if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Additional Common Stock Proposal, Non-Voting Common Stock Proposal and/or the Preferred Stock Proposal, (ii) to allow reasonable additional time for the filing or mailing of any supplemental or amended proxy materials or other disclosures the Company has determined is required under applicable law or advisable and for such supplemental or amended proxy materials or other disclosures to be disseminated and reviewed by the Company’s stockholders prior to the Special Meeting, or (iii) to allow reasonable additional time to consider any other business that may properly come before the Special Meeting.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved by our stockholders, the chair of the Special Meeting will not adjourn the Special Meeting to a later date. Notwithstanding the foregoing, in accordance with our By-laws, for the avoidance of doubt, the chair of the Special Meeting may adjourn or postpone to the Special Meeting in the chair’s discretion prior to the commencement of any meeting.
Voting Standard
The affirmative vote of the holders of a MAJORITY of the shares of our Common Stock, represented virtually or by proxy at the Special Meeting and entitled to vote on the matter, is required to approve the Adjournment Proposal.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth information as of October 31, 2025, except as set forth below, as to each person known by us to own beneficially more than 5% of our Common Stock. As of October 31, 2025, there were 6,261,825 shares of Common Stock outstanding.
| Name and Address of Beneficial Owner | Title of Class | Amount and Nature of Beneficial Ownership | Percent of Class | |||||||||||
| Quint Digital Ltd., et al. | 403 Prabhat Kiran, 17, Rejendra Place, Dehli, India 110008 | Common Stock | 793,455 (1) | 12.67% | ||||||||||
| Jerrilyn M. Hoffman Revocable Trust dated May 30, 2001 | 568 Lincoln Avenue, Winnetka, IL 60093 | Common Stock | 618,900 (2) | 9.88% | ||||||||||
| GAMCO Investors, Inc., et al. | One Corporate Center, Rye, NY | Common Stock | 709,079 (3) | 11.32% | ||||||||||
| Solas Capital Management, LLC | 1063 Post Road, 2nd Floor, Darien, CT 06820 | Common Stock | 482,212 (4) | 7.70% | ||||||||||
| Praetorian Capital Fund LLC | Carr 429, Km 4.1, Bo. Barrero, Rincon, PR 00677 | Common Stock | 291,029 (5) | 4.65% | ||||||||||
(1) Based on information set forth in Schedule 13G filed with the SEC on February 14, 2025, Quint Digital Ltd. reports sole voting and dispositive power over 763,000 shares; Ritu Kapur reports sole voting and dispositive power over 250 shares, Bahl Vidur reports sole voting and dispositive power over 30,205 shares. Quint Digital Ltd, Ritu Kapur, and Bahl Vidur are identified in the Schedule 13G as a Group in accordance with Rule 240.13d-1(b)(1)(ii)(k).
(2) Based on information set forth in Amendment No. 7 to Schedule 13D filed with the SEC on October 15, 2025, Jerrilyn M. Hoffman reports shared voting and dispositive power over 618,900 shares and Jerrilyn M. Hoffman Revocable Trust dated May 30, 2001, reports shared voting and dispositive power over 618,900 shares. Jerrilyn M. Hoffman is the trustee of the Jerrilyn M. Hoffman Revocable Trust dated May 30, 2001.
(3) Based on information set forth in Amendment No. 6 to Schedule 13D filed with the SEC on June 12, 2025, Gabelli Funds, LLC reports sole voting and dispositive power over 202,482 shares; GAMCO Asset Management Inc. reports sole voting and dispositive power over 471,397 shares; Teton Advisors, LLC reports sole voting and dispositive power over 16,000 shares; and Gabelli Foundation, Inc. reports sole voting and dispositive power over 15,500 shares. Gabelli Funds, LLC and GAMCO Asset Management, Inc. are wholly owned subsidiaries of GAMCO Investors, Inc. GGCP Holdings LLC is the controlling shareholder of GAMCO Investors, Inc., and Mario Gabelli is the controlling shareholder, co-Chief Executive Officer, and a director of GGCP Holdings, Inc. Teton Advisors. LLC, is subadvised by Gabelli Funds, LLC, and therefore, indirectly controlled by Mario Gabelli. Gabelli Foundation, Inc. is a private foundation, and Mario Gabelli is the Chairman, a Trustee and the Investment Manager of the foundation.
(4) Based on information set forth in Amendment No. 1 to Schedule 13D filed with the SEC on November 14, 2024, Frederick Tucker Golden reports shared voting power over 482,212 shares and shared dispositive power over 482,212 shares and Solas Capital Management, LLC reports shared voting power over 482,212 shares and shared dispositive power over 482,212 shares. Frederick Tucker Golden is the Portfolio Manager of Solas Capital Management, LLC.
(5) Based on information set forth in Amendment No. 3 to Schedule 13D filed with the SEC on March 5, 2025, Praetorian Capital Fund LLC reports shared voting and dispositive power over 228,786 shares;
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Praetorian PR LLC reports shared voting and dispositive power over 228,786 shares; Praetorian Capital Management LLC reports shared voting and dispositive power over 228,786 shares; Mongolia (Barbados) Corp reports shared voting and dispositive power over 62,243 shares; Mongolia Growth Group Ltd. reports shared voting and dispositive power over 62,243 shares; and Harris Kupperman reports shared voting and dispositive power over 291,029 shares. Praetorian PR LLC is the investment advisor to Praetorian Capital Fund LLC, Praetorian Capital Management LLC is the manager of Praetorian Capital Fund LLC, Mongolia Growth Group Ltd. is the sole shareholder of Mongolia (Barbados) Corp., Harris Kupperman is the managing member of Praetorian PR LLC and Praetorian Capital Management LLC and Chief Executive Officer and Executive Chairman of Mongolia Growth Group Ltd., and Praetorian PR LLC has an understanding with Mongolia (Barbados) Corp with respect to the shared voting, purchase, and disposition of 62,243 shares.
The following table sets forth information as to our Common Stock beneficially owned as of October 31, 2025, by each director, each of our “named executive officers” for our most recently completed fiscal year September 28, 2025, and by all directors and executive officers as a group. The addresses for each beneficial owner listed below is c/o Lee Enterprises, Incorporated, 4600 E. 53rd Street, Davenport, IA 52807.
| Beneficial Owner | Shares of Common Stock(1) | Percent of Class | ||||||
| Nathan E. Bekke | 41,203 | * | ||||||
| Joseph J. Battistoni | 19,753 | * | ||||||
| Steven C. Fletcher | 25,726 | * | ||||||
| Astrid J. Garcia | 23,153 | * | ||||||
| Mary E. Junck | 214,061 | 3.4% | ||||||
| Margaret R. Liberman | 26,726 | * | ||||||
| Brent M. Magid | 35,564 | * | ||||||
| Madeline E. McIntosh | 12,283 | * | ||||||
| Shaun E. McAlmont | 22,849 | * | ||||||
| Timothy R. Millage | 39,961 | * | ||||||
| Jonathon F. Miller | 12,283 | * | ||||||
| Kevin D. Mowbray | 142,359 | 2.3% | ||||||
| Herbert W. Moloney lll | 38,901 | * | ||||||
All executive officers and directors as a group (13 persons) | 10.5% | |||||||
* Less than one percent of the class
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HOUSEHOLDING
The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, unless the affected stockholder has provided contrary instructions.
Any stockholder, including both stockholders of record and beneficial holders who own their shares through a broker, bank or other nominee (i.e., in “street name”), who share an address with another holder of our Common Stock are only being sent one set of proxy materials, unless such holders have provided contrary instructions. We will deliver promptly upon written or oral request a separate copy of these materials to any holder at a shared address to which a single copy of the proxy materials was delivered. If you wish to opt out of householding and receive a separate copy of these materials in the future or if you are receiving multiple copies and would like to receive a single copy, you may do so by notifying us in writing at: Lee Enterprises, Incorporated, Attention: Investor Relations, 4600 E. 53rd Street, Davenport, IA 52807 or by telephone at (563) 383-2100.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The Company files annual, quarterly and current reports, Proxy Statements and other information with the SEC. The Company’s SEC filings are available to the public at the SEC’s website at www.sec.gov. The content on any website referred to in this proxy statement is not incorporated by reference in this proxy statement unless expressly noted. Similarly, the information the Company later files with the SEC may update and supersede the information in this Proxy Statement. Copies of any of the documents the Company files with the SEC may be obtained free of charge either on the Company’s website by contacting Lee Enterprises, Incorporated, Attention: Investor Relations, 4600 E. 53rd Street, Davenport, IA 52807 or by telephone at (563) 383-2100. If you would like to request documents from us, please do so at least five business days before the date of the Special Meeting to receive timely delivery of those documents prior to the Special Meeting.
THE PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY OFFER OR SOLICITATION IN THAT JURISDICTION. THE INFORMATION CONTAINED IN THIS PROXY STATEMENT SPEAKS ONLY AS OF THE DATE INDICATED ON THE COVER OF THIS PROXY STATEMENT UNLESS THE INFORMATION SPECIFICALLY INDICATES ANOTHER DATE APPLIES.
THE COMPANY HAS NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE ANY REPRESENTATION ABOUT THE PROPOSALS OR THE THAT IS DIFFERENT FROM OR ADDS TO THE INFORMATION CONTAINED IN THIS PROXY STATEMENT OR IN THE DOCUMENTS THE COMPANY HAS PUBLICLY FILED WITH THE SEC. THE COMPANY IS NOT RESPONSIBLE FOR, AND CAN PROVIDE NO ASSURANCES AS TO THE RELIABILITY OF, ANY INFORMATION OTHER THAN THE INFORMATION CONTAINED IN THIS PROXY STATEMENT.
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APPENDIX A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6l(2))
☐ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
LEE ENTERPRISES, INCORPORATED
(Name of Registrant as Specified In Its Charter)
_________________________________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
☐ Fee paid previously with preliminary materials
