8-K

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: February 5, 2009
Date of earliest event reported:  January 30, 2009

MARTHA STEWART LIVING OMNIMEDIA, INC.

(Exact name of registrant as specified in its charter)  

Delaware	001-15395	52-2187059
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

11 West 42nd Street New York, NY	10036
(Address of principal executive   offices)	(Zip Code)

(212) 827-8000
Registrant’s telephone number, including area code

Not applicable
(Former name or former address, if changed since last report)

     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 (see General Instruction A.2. below):

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))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Richard Boyko as Director

     On January 30, 2009, Richard Boyko, a member of the Compensation Committee and the Nominating and Corporate Governance Committee of Martha Stewart Living Omnimedia, Inc. (the “Company”), notified the Company of his resignation as a director of the Company, effective January 31, 2009. No disagreements with the Company were cited by Mr. Boyko in connection with his resignation.

(d) Appointment of Arlen Kantarian as Director

     On February 2, 2009, the Board of Directors of the Company elected Arlen Kantarian as a new member of the Board of Directors. Mr. Kantarian was appointed to the Company’s Nominating and Corporate Governance Committee.

     Mr. Kantarian served as Chief Executive Officer for the United States Tennis Association’s Professional Tennis operations from 2000-2008, where he oversaw all aspects of the US Open, US Open Series, and the Davis Cup and Olympic teams. He was named to BusinessWeek’s “Top 100 Most Influential People in Sports” in 2008. Prior to working with the USTA, Mr. Kantarian was President and CEO of Radio City Entertainment. Prior to that, Mr. Kantarian served as a Vice President, Marketing for the National Football League.

     Mr. Kantarian will receive compensation as an outside director pursuant to the Company’s standard outside director compensation plan, as described on Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008. The Company pays its independent directors an annual retainer of $40,000 for serving on the Board of Directors, payable quarterly in equal installments. This retainer will be pro-rated for the partial year of service. Twenty-five percent of this retainer is paid in shares of the Company’s Class A Common Stock, and the remaining 75% of this retainer may be paid either in shares or in cash, at the election of the director.

     Each independent director also receives a meeting fee of $1,500 for each in-person meeting of the Company’s Board of Directors that he or she attends, and a fee of $1,000 for each committee or telephonic Board of Directors meeting in which he or she participates. All of the Company’s directors receive reimbursement of expenses incurred in connection with participation in Board of Directors and committee meetings.

     Mr. Kantarian will receive an equity grant of $75,000 of value in connection with his election to the Board of Directors. This grant will consist of 50% restricted stock and 50% options, all of which will be issued and priced on the first business day of March 2009, in accordance with the Company’s policy on equity issuances The equity will vest on the first anniversary of the grant.

     The press release related to the election of Mr. Kantarian is attached as an exhibit to this Form 8-K.

ITEM 9.01 Financial Statements and Exhibits.

(d)	Exhibit		Description
		99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated February 5, 2009

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 hereunto duly authorized.

	MARTHA STEWART LIVING OMNIMEDIA, INC.
Date: February 5, 2009	By:	/s/ William C. Stern William C. Stern
		General Counsel

 

INDEX OF EXHIBITS

Exhibit		Description
	99.1	Martha Stewart Living Omnimedia, Inc. Press Release dated February 5, 2009

EX-99.1

Exhibit 99.1

Martha Stewart Living Omnimedia Announces Election of Arlen Kantarian to the
Board of Directors

NEW YORK, February 5, 2009 — Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced that its Board of Directors has elected Arlen Kantarian as a member of the Board of Directors. He will replace Rick Boyko, who is stepping down. Mr. Boyko has served on the Board since June 2004.

Mr. Kantarian is an innovative marketing and entertainment executive who was most recently the CEO of the United States Tennis Association’s (USTA) Professional Tennis operation, which includes the US Open, the U.S. Davis Cup and Olympic teams, and the USTA National Tennis Center. During his nine-year tenure, US Open revenues nearly doubled, and the US Open became the largest annually attended event in the world. In 2008, Mr. Kantarian was named to BusinessWeek’s “Top 100 Most Influential People in Sports.” Prior to joining the USTA, Mr. Kantarian was President and CEO of Radio City Entertainment where he tripled the company’s earnings, making it the nation’s No. 1 live entertainment company. Previously, he was Vice President of Marketing for the National Football League, and held senior-level marketing positions at Pepsi-Cola and Colgate-Palmolive.

MSLO Executive Chairman Charles Koppelman stated: “I am pleased to welcome Arlen as the newest member of our Board. Arlen’s deep understanding of powerful brands and his track record in marketing them will be tremendous assets to MSLO. I am grateful to Rick Boyko for his many contributions during his years of service to our company.”

“I’m delighted to be joining MSLO’s Board of Directors. This is a great company with great strengths and I look forward to working with Martha, Charles and an exceptionally accomplished team as we explore new opportunities to build on the company’s successes and grow its valuable brands,” said Mr. Kantarian.

About Martha Stewart Living Omnimedia, Inc.

Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) is a diversified media and merchandising company, inspiring and engaging consumers with unique lifestyle content and distinctive products. The Publishing segment encompasses four magazines, including the company’s flagship publication, Martha Stewart Living, periodic special issues and books. The marthastewart.com website provides consumers with instant access to MSLO’s multimedia library, search and find capabilities, recipes, online workshops, community and personalization, as well as wedding-planning tools powered by WeddingWire. The Broadcasting segment produces such programming as the Emmy-winning daily, nationally syndicated television series, “The Martha Stewart Show,” and Martha Stewart Living Radio on SIRIUS channel 112 and XM Radio 157. In addition to its media properties, MSLO offers high-quality Martha Stewart products through licensing agreements with carefully selected companies, including the Martha Stewart Collection exclusively at Macy’s, Martha Stewart Everyday at Kmart, Martha Stewart Crafts with EK Success at Wal-Mart, Michaels and independent retailers, Martha Stewart

for 1-800-Flowers.com and a co-branded food line with Costco. In April 2008, Emeril Lagasse joined the Martha Stewart family of brands; MSLO acquired the assets related to Lagasse’s media and merchandising business, including television programming, cookbooks, and emerils.com website and his licensed kitchen and food products. For additional information about MSLO, visit www.marthastewart.com.

CONTACT: Media: Elizabeth Estroff, SVP, Corporate Communications, Martha Stewart Living Omnimedia, Inc. +1-212-827-8281 or eestroff@marthastewart.com.