Glass Lewis & Co. Affirms The Need For Change On AOL Board And Recommends Shareholders Vote On Starboard's GOLD Proxy Card

NEW YORK, June 5, 2012 /PRNewswire/ -- Starboard Value LP (together with its affiliates, "Starboard"), one of the largest shareholders of AOL Inc. ("AOL" or the "Company") (NYSE: AOL), today announced that Glass Lewis & Co., LLC, a leading independent proxy voting advisory firm, has recommended that AOL shareholders vote on Starboard's GOLD proxy card to elect Jeffrey C. Smith to the AOL Board at the 2012 Annual Meeting.

Notably, the threshold required for a shareholder to attain a Glass Lewis recommendation in an election contest is high.  "As a rule, [Glass Lewis is] reticent to recommend the removal of incumbent directors, or in favor of Dissident nominees unless one of the following two things has occurred: "(i) there are serious problems at the company and the newly proposed nominees have a clear and realistic plan to solve these problems; or (ii) the current board has undertaken an action clearly contrary to the interests of shareholders (or failed to undertake an action clearly to the benefit of shareholders)."   By recommending that AOL shareholders vote on the GOLD proxy card, clearly Glass Lewis concluded that change is necessary on the AOL Board and that Starboard's nominees have a realistic plan to address the issues facing the Company.

Starboard urges all AOL shareholders to heed Glass Lewis' and ISS' calls for change on the AOL Board by voting the GOLD proxy card TODAY to elect all three of Starboard's highly qualified nominees, Dennis A. Miller, Jeffrey C. Smith, and James A. Warner at the Annual Meeting.

In reaching its conclusion, Glass Lewis, like ISS, performed a detailed analysis of both sides' positions in the election contest and, in particular, carefully considered, among other things, the Company's total shareholder return, operating performance and business strategy, as well as the strong experience and qualifications of Starboard's nominees.  Glass Lewis concluded that shareholders should vote on the Gold proxy card saying:

"...we believe the incumbent board would benefit from a fresh perspective derived from a process external to AOL's ongoing efforts to add two new board members…"

" In addition, we believe it is worth noting that several of AOL's most recent changes appear sourced directly from Mr. Smith or his firm, lending credence to the notion that the incumbent board members stand to benefit from the perspectives and ideas of a new member whose primary experience lies outside the media industry."

Excerpts from Glass Lewis' Analysis & Recommendation

On AOL's Unsupported and "Misrepresentative" Claims that Starboard Intends to Liquidate the Company:

"We do not consider a rationalized review of AOL's individual content properties, as proposed by the Dissident, tantamount to a break-up proposal, nor have we been able to identify any language in Starboard's filings that even marginally approaches a proposal to "liquidate" AOL…In the absence of supporting documentation, we find these latest statements from the AOL board to be, at best, histrionic, and patently misrepresentative of Starboard's stated plans."

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