-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWlJbbCrfgRtBjT64LooD/A6rvS692VWkbNux/hNt/EDkQZufjnlyQ2C55Bo65ZJ r3PrdAYimHwb7rD+JEeE5A== 0000950123-09-025831.txt : 20090727 0000950123-09-025831.hdr.sgml : 20090727 20090727172833 ACCESSION NUMBER: 0000950123-09-025831 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090723 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090727 DATE AS OF CHANGE: 20090727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARTHA STEWART LIVING OMNIMEDIA INC CENTRAL INDEX KEY: 0001091801 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 522187059 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15395 FILM NUMBER: 09965361 BUSINESS ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128278000 MAIL ADDRESS: STREET 1: 20 WEST 43RD STREET CITY: NEW YORK STATE: NY ZIP: 10036 8-K 1 y78492e8vk.htm FORM 8-K 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: July 27, 2009
Date of earliest event reported: July 23, 2009
MARTHA STEWART LIVING OMNIMEDIA, INC.
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)

11 West 42nd Street
  001-15395
(Commission File Number)
  52-2187059
(IRS Employer Identification
Number)
New York, NY
(Address of principal executive
offices)
      10036
(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))
 
 

 


 

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On July 23, 2009, the Board of Directors of Martha Stewart Living Omnimedia, Inc. (the “Company”) expanded the Board of Directors from six to seven members and elected Frederic Fekkai as a new director. Mr. Fekkai was appointed to the Compensation Committee and the Nominating and Corporate Governance Committee.
     Mr. Fekkai will receive compensation as an independent director pursuant to the Company’s standard independent director compensation plan, as described in 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, including Mr. Fekkai, an annual retainer of $40,000 (the “Annual Retainer”), which retainer is paid in equal quarterly installments. Mr. Fekkai’s Annual Retainer will be pro-rated for the partial year of service. At least 25% of this retainer must be paid in shares of the Company’s Class A common stock, and the remaining 75% may be paid either in shares of the Company’s Class A common stock or in cash at the election of the director.
     Each independent director, including Mr. Fekkai, 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, including Mr. Fekkai, are reimbursed for expenses incurred in connection with participation in Board of Directors and committee meetings.
     Mr. Fekkai will receive an equity grant of $75,000 of value in connection with his election as a director. Fifty percent of the grant will consist of shares of restricted Class A common stock and 50% will consist of options, all of which will be granted and priced on the first business day of August 2009, in accordance with the Company’s policy on equity issuances. Both the grants of restricted Class A common stock and options will vest on the first anniversary of their grant date.
Item 8.01 Other Events.
     On July 27, 2009, the Company issued a press release related to the election of Mr. Fekkai. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
       
(d) Exhibit   Description
 
     
 
99.1
  Martha Stewart Living Omnimedia, Inc. Press Release dated July 27, 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: July 27, 2009  By:   /s/ Kelli Turner    
    Kelli Turner   
    Chief Financial Officer   
 

 


 

EXHIBIT INDEX
     
Exhibit   Description
 
   
99.1
  Martha Stewart Living Omnimedia, Inc. Press Release dated July 27, 2009

 

EX-99.1 2 y78492exv99w1.htm EX-99.1 EX-99.1
Exhibit 99.1
Martha Stewart Living Omnimedia Announces Election of Frédéric Fekkai to the Board of Directors
NEW YORK, July 27, 2009 – Martha Stewart Living Omnimedia, Inc. (NYSE: MSO) today announced that its Board of Directors has elected Frédéric Fekkai as a member of the Board. With his election, MSLO’s Board is now comprised of seven members.
A pioneering entrepreneur, Mr. Fekkai is widely recognized for helping to establish the luxury haircare market; his branded product line is an industry leader. Born in Aix-en-Provence, he came to New York at age 23 and quickly developed a reputation as an exciting new talent in the beauty industry. In 1989, he opened the first of what are currently seven Fekkai salons in cities across the country, servicing approximately 1,500 clients daily. In 1995, Mr. Fekkai launched his eponymous luxury hair care product collection, which is now sold in over 40 countries around the world. In May 2008, Procter & Gamble acquired the Frederic Fekkai brand; Mr. Fekkai plays a strategic role at the company, working closely with the Procter & Gamble team to develop new products and to maintain the continuity and integrity of the brand that bears his name. In addition, he is involved in a wide range of charitable initiatives, including efforts to support women, children, breast cancer research, victims of domestic violence, and the arts.
MSLO Executive Chairman and Principal Executive Officer Charles Koppelman stated: “Frédéric is an innovative entrepreneur who has built a successful business and a respected brand from the ground up. We are delighted to have him on our board and believe that MSLO will greatly benefit from his marketing experience and expertise in the beauty industry, as well as from his proven track record building an international brand.”
 “I’m proud and happy to be joining MSLO’s Board,” said Mr. Fekkai. “MSLO is a fascinating company and Martha Stewart is a visionary. I truly believe the company has incredible potential to grow, not only in the United States but overseas.”
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 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.  

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