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§25.867 To require the corporation to establish a policy of reporting to stockholders on the corporation's progress with its equal employment opportunity and affirmative action programsSTOCKHOLDER PROPOSAL (Proposal 4) Two stockholders have notified the Company of their intent to present a resolution for action by the stock- holders at the 1992 Annual Meeting. The name, address and claimed share holdings of the proponents will be fur- nished by the Company to any person who requests the information, either orally or in writing. Such request may be directed to Stanley J. Gradowski, Vice President and Secretary of the Company. Approval of the proposal requires the affirmative vote of the holders of a majority of the voting power of all shares represented at the meeting. The Board of Directors recommends a vote AGAINST the proposal. Unless contrary instructions are noted on any proxy returned to the Company, the proxy will be voted AGAINST the proposal. Proposal Whereas, the Tribune Company is a diversified company that is engaged in newspaper publishing, broadcasting and publishing; Whereas, these newspapers, television and radio stations impact a worldwide audience, with images reaching millions of women, men and youth, irrespective of racial, ethnic, economic group, age or sex designation; Whereas, we believe minorities and women are not significantly represented in the creative managerial a nd professional decision-making positions in the newspaper publishing, radio broadcasting and filmed entertainment industry; Whereas, the U.S. Labor Department, under Secretary Lynn Martin, has declared a new goal of challenging the "glass ceiling" of subtle discrimination that blocks the access of women and minorities to top posts on the cor- porate ladder and plans a "full fledged glass ceiling investigation"; Whereas, we believe it is vitally important in the print, audio and visual media to end all vestiges of dis - crimination and take initiatives to overcome barriers to full equality, particularly since the me dia has such a strong impact on public attitudes; Whereas, the Tribune Company can positively address issues of under-utilization in its newspaper publish- ing, radio and television broadcasting divisions as it reviews the need for revised policies and practices, and shares its review with shareholders; RESOLVED: The shareholders request the Board to prepare a report at reasonable cost, omitting confidential information, available to shareholders and employees reporting on the following issues and questions. This report shall be available by September, 1992. 1. A chart identifying employees according to their sex and race in each of the nine major EEOC defined job categories for 1988, 1989, and 1990, listing either numbers or percentages in each category. 2. A summary description of Affirmative Action Programs to improve performance, especially in job categories where women and minorities are underutilized, and a description of major problems in meet ing the company's goals and objectives in this area. 3. A description of steps taken to increase the number of writers, producers and directors who are qualified females and ethnic minorities. Proponent's Supporting Statement The whole world benefits when efficiency occurs in industry and in the workplace through the efficient use of available resources and talent. This cost effective use of persons and skills requires that artificial barriers, ba sed on discrimination or under-utilization be removed and discarded in favor of fairness and inclusiveness. Such re- moval also positions our company to maintain its competitive edge and is thus advantageous to shareholders. We believe inclusiveness and the development of new talent in the identified job categories and positi ons can serve to maintain and increase our company's earning potential. Board of Directors’ Statement in Opposition The Board of Directors opposes this stockholder proposal. Tribune Company is strongly committed to equal employment opportunity, as evidenced by the Company's policies and programs in support of the hiring, retention and promotion of minorities and women. Among the ongoing efforts both at the corporate and local levels are the following: