UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2013
(Exact name of registrant as specified in its charter)
DELAWARE (State or other jurisdiction of incorporation or organization) |
1-9824 (Commission File Number) |
52-2080478 (I.R.S. Employer Identification No.) |
2100 Q Street
Sacramento, CA 95816
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code (916) 321-1846
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 23, 2013, The McClatchy Company (the “Company”) appointed Craig I. Forman, a private investor and entrepreneur and a former media, technology and telecommunications executive, to its Board of Directors (the “Board”) as a Class B Director effective July 23, 2013. It has not yet been determined on which Board committees, if any, Mr. Forman will serve.
In connection with his service as a director, Mr. Forman will receive the Company’s standard fees paid to outside directors. Accordingly, Mr. Forman will receive a pro rata portion of the $45,000 annual cash retainer for his service through the remaining portion of the year ending at the Company’s 2014 annual meeting of stockholders. In addition, on July 23, 2013, Mr. Forman received a grant of 15,000 shares of Class A common stock under The McClatchy Company 2012 Omnibus Incentive Plan.
There are no arrangements or understandings between Mr. Forman and any other person pursuant to which Mr. Forman was appointed as a director of the Company, and there are no transactions in which Mr. Forman has an interest requiring disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Forman is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number |
Description | |
99.1 | Press release of The McClatchy Company, dated July 23, 2013. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 23, 2013 | The McClatchy Company | |
By: | /s/ Karole Morgan-Prager | |
Karole
Morgan-Prager Vice President, Corporate Development, General Counsel and Corporate Secretary |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press release of The McClatchy Company, dated July 23, 2013. |
Craig I. Forman Named To McClatchy's Board Of Directors
SACRAMENTO, Calif., July 25, 2013 /PRNewswire/ -- The McClatchy Company (NYSE: MNI) today announced the appointment of Craig I. Forman to its board of directors effective immediately.
Forman, 51, is a private investor and entrepreneur, a former media, technology and telecommunications executive and former Wall Street Journal bureau chief and foreign correspondent. He has held executive roles with Earthlink, Yahoo!, Time Warner, Infoseek, and Dow Jones.
"I'm thrilled to welcome Craig to McClatchy's board of directors," said McClatchy Chairman Kevin S. McClatchy. "As a top business and technology executive for some prominent brands, Craig has much to offer McClatchy's own digital evolution. And as a former journalist himself, he is keenly interested in helping to perpetuate McClatchy's news mission."
Forman's last executive management role was with the Atlanta-based internet services provider Earthlink in 2009, where he was president of the company's $1 billion consumer access and audience business. He previously served as the vice president and general manager for Yahoo's media and information divisions, overseeing Yahoo! News, Yahoo! Sports and Yahoo! Finance. Forman has led internet and new media divisions at Time Warner, was the vice president for product development and editor at the search engine Infoseek, and was the director and editor of international business information services for Dow Jones.
Since 2009, Forman has served as a director on a variety of public and private company boards. He is the executive chairman of the board of Appia, Inc., a Durham, N.C., based mobile-applications marketer and distributor.
Forman also serves on the boards of Coincident TV, LLC, a video technology company; MotiveCast, Inc., a social media and mobile gaming producer; Success Media, LLC, an online video training company; and Yellow Media, Inc., a Canadian publisher of print and digital business directories. Previously he served as executive chairman of WHERE, Inc., a leading mobile-advertising technology network acquired by eBay Inc. in 2011.
Forman began his career as foreign correspondent and editor for The Wall Street Journal. He worked as a deputy bureau chief in The Wall Street Journal's London bureau and later served as bureau chief in the newspaper's Tokyo bureau. In London, he was part of a Persian Gulf War team that finished as a finalist for the 1991 Pulitzer Prize in International Reporting.
"I am delighted to join McClatchy's board of directors at this time of challenge and opportunity in the media industry," Forman said. "This company has a profound tradition of journalistic excellence and is pursuing its digital media transition energetically. I look forward to contributing to the company's 156-year record of successfully serving its customers and communities."
McClatchy President and CEO Pat Talamantes said, "Craig offers a rich and varied blend of digital, business and media experience. His recent board and professional work has focused on helping companies successfully navigate and thrive in the digital landscape. We're looking forward to his contributions to McClatchy."
Forman holds an undergraduate degree in public and international affairs from Princeton University and earned a master's degree in law from Yale University.
With the appointment of Forman, McClatchy's board of directors now consists of 12 members, including three Class A directors and nine Class B directors.
About McClatchy
The McClatchy Company is a leading news and information provider, offering a wide array of print and digital products in each of the markets it serves. As the third largest newspaper company in the country, McClatchy's operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. The company's largest newspapers include the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer and The (Raleigh) News & Observer. McClatchy is listed on the New York Stock Exchange under the symbol MNI.
CONTACT: Ryan Kimball, Assistant Treasurer, 916-321-1849, rkimball@mcclatchy.com