8-K

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): January 31, 2020

TRIBUNE PUBLISHING COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36230	38-3919441
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

160 N. Stetson Avenue, Chicago, Illinois 60601

(Address of Principal Executive Offices) (Zip Code)

312-222-9100

(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:
	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.01 per share	TPCO	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 

Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Item 1.02 Termination of a Material Definitive Agreement.

On February 3, 2020, Tribune Publishing Company, LLC (“TPC”), a wholly owned subsidiary of Tribune Publishing Company (the “Company”), entered into an amended and restated limited liability company (the “A&R LLC Agreement”) of BestReviews LLC (“BestReviews”) with BestReviews and Best Reviews Inc. (“BR Member”). The prior limited liability company agreement of BestReviews included certain provisions that the Company considered material agreements not made in the ordinary course of business. These provisions, which the Company has disclosed previously, were:

•the right of TPC to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews (the “Call Option”);

•a one-time right of TPC to purchase 25% of the units of membership interest of BestReviews retained by the BR Member with terms identical to those applicable to the Call Option; and

•the right of BR Member, beginning in February 2021, to cause TPC to purchase all (but not less than all) of the remaining 40% of the membership interests of BestReviews at a purchase price to be determined in the same manner as if the Call Option was exercised.

In connection with entry into the A&R LLC Agreement, the provisions described above were terminated. Without these provisions, the Company does not consider the A&R LLC Agreement to be a material definitive agreement.

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

On January 31, 2020, the Board of Directors (the “Board”) of the Company appointed Terry Jimenez, current Executive Vice President and Chief Financial Officer of the Company, as Chief Executive Officer and President of the Company, effective January 31, 2020.

Mr. Jimenez, age 47, has served as Executive Vice President and Chief Financial Officer since April 2016 and in that role has been responsible for the Company’s finance, information technology, manufacturing and distribution as well as other functions in addition to business oversight of the New York Daily News, BestReviews and other businesses. Prior to joining the Company, Mr. Jimenez was a Partner for IBM’s Global Business Services, where he served in that capacity from 2012 to 2016. From 2009 through 2012, he served as President of Newsday Media Group, a subsidiary of Cablevision Systems Corporation. From 2008 to 2009, Mr. Jimenez served as Chief Operating Officer/Chief Financial Officer of Newsday, LLC and Publisher of amNew York, subsidiaries of Cablevision Systems Corporation. Prior to Cablevision’s acquisition of Newsday from Tribune Company, he served in various roles at Tribune Company. From 2005 to 2008, he was Vice President Finance/Chief Financial Officer of Newsday, Inc. and from 2003 to 2005, he served as Controller for the Chicago Tribune Group. Prior to joining Tribune Company, from 1994 to 2002, Mr. Jimenez served in roles at McDonald’s Corporation, including Finance Director for McDonald’s Partner Brands Group, Controller for Donatos Pizzeria and other accounting, financial consulting, strategy and merger & acquisition roles. Mr. Jimenez holds a B.S. in accountancy from Northern Illinois University and an M.B.A. from J.L. Kellogg Graduate School of Management, Northwestern University.

Timothy P. Knight stepped down as Chief Executive Officer, President and Chairman of the Board effective January 31, 2020. Mr. Knight is expected to continue his employment with the Company through March 1, 2020, and will be eligible to receive severance pursuant to his employment agreement.

In connection with Mr. Jimenez’s appointment, the Board increased his annual base salary to $575,000 and increased his target annual cash bonus opportunity to 112% of base salary. On January 31, 2020, Mr. Jimenez received a grant of 85,000 restricted stock units generally vesting on the first anniversary of the grant, subject to his continued service and subject to acceleration upon certain events. Other than the increase to base salary and target annual cash bonus opportunity, Mr. Jimenez’s employment agreement will remain in effect and has previously been filed as Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed on March 28, 2018.

In connection with the leadership transition, the Board appointed Michael N. Lavey, current Controller and Chief Accounting Officer of the Company, as Interim Chief Financial Officer, effective January 31, 2020. Mr. Lavey will continue to serve as Controller and Chief Accounting Officer of the Company.

Mr. Lavey, age 62, has served as the Company’s Controller and Chief Accounting Officer since May 2018. Prior to May 2018, he served as Senior Vice President, Corporate Controller from May 2015. Prior to joining the Company, Mr. Lavey served as vice president and corporate controller of A. H. Belo Corporation, a media company, from January 2010 to May 2015, and as controller of the Dallas Morning News in 2009. Earlier in his career, Mr. Lavey held financial management positions with, or served as a financial consultant for, imc2, Alliance Data Systems Corporation, Lighting Science Group Corporation, MetroPCS, Inc., Excel Communications, Inc., BancTec, Inc. and NAC, Inc. Mr. Lavey began his career in the audit manager function at Arthur Andersen & Co. in 1979.

In connection with Mr. Lavey’s appointment as Interim Chief Financial Officer, Mr. Lavey will receive supplemental cash compensation of $20,000 per quarter during such time as Mr. Lavey serves as Interim Chief Financial Officer. On January 31, 2020, Mr. Lavey received a grant of 10,000 restricted stock units generally vesting 25% on each anniversary of the grant, subject to his continued service and subject to acceleration upon certain events.

Item 8.01 Other Events.

A copy of the Company’s press release announcing Mr. Jimenez’s and Mr. Lavey’s appointments and Mr. Knight’s departure is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated February 3, 2020.

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.

	TRIBUNE PUBLISHING COMPANY
Date: February 3, 2020	By:	/s/ Julie K. Xanders
		Julie K. Xanders
		Executive Vice President, General Counsel and Secretary

EX-99.1

Tribune Publishing Announces Management Transition

CHICAGO, February 3, 2020 /PRNewswire/ -- Tribune Publishing Company (NASDAQ: TPCO), one of the nation’s leading media companies, today announced a leadership transition plan that will continue a strategic effort to streamline the company’s operations and position it for the future. The changes became effective January 31, 2020.

•Terry Jimenez, the company’s Executive Vice President and Chief Financial Officer, has assumed the role of President and Chief Executive Officer and joined the Board, succeeding Timothy P. Knight, who has stepped down from the Board and will leave the company at the end of February.

•Philip G. Franklin, Chairman of the Tribune Board’s Audit Committee, has been appointed Non-Executive Chairman of the Board, succeeding David Dreier, who stepped down as Non-Executive Chairman but will remain on the Board.

•Mike Lavey, current Controller and Chief Accounting Officer, has been named interim Chief Financial Officer.

“These changes are a natural transition as Tribune Publishing works to reduce its corporate and back-office costs and streamline its real estate footprint,” Mr. Dreier said. “Phil and Terry both have strong financial and operational backgrounds, which are extraordinarily valuable.”

“This past year we have been focused on stabilizing Tribune financially so that we can continue to invest in quality, local journalism, which is the key to the company’s long-term success,” Mr. Knight said. “Thanks to the combined efforts of our newsrooms and our digital-product and digital-consumer-marketing groups, our digital-only subscriptions and associated revenue increased significantly in 2019. Tribune is in a solid position to continue its transformation and Terry is the right person to lead the company at this stage. I look forward to working with him as we transition responsibilities over the next month.”

Mr. Jimenez said he will build on the company’s recent accomplishments. “We will continue working to position the company to navigate the industry-wide challenges while continuing to serve our communities with high-quality journalism. We are committed to delivering high-quality products to our customers and clients while also continuing to improve the financial results and value of the company,” Mr. Jimenez said.

Mr. Franklin said the company is in a strong position. “Under Tim’s leadership, Tribune Publishing has made solid progress in 2019 and, as a result, the company has a strong balance sheet and is well positioned to continue growing its digital subscriber base. We will continue to focus our resources where they matter most – on our employees and the journalism they produce.”

Mr. Dreier said he believes Tribune Publishing will continue to be a leader in the news industry. “Tribune Publishing is a leader in each of our eight markets, providing quality, locally focused journalism,” Mr. Dreier said. “I am confident this will continue under Terry and Phil’s leadership. We have a shared belief that solid journalism enhances shareholder value. That will continue to be our driving principle.”

Biographies

TERRY JIMENEZ

Terry Jimenez has been Executive Vice President/Chief Financial Officer of Tribune Publishing Company since 2016. He had oversight of finance, accounting, financial reporting, planning, treasury, investor relations, product development, analytics, information technology,manufacturing/distribution and the New York Daily News for the media company.Prior to joining the Company, Mr. Jimenez was a Partner for IBM’s Global Business Services since 2012. From September 2009 through February 2012, he was President of Newsday Media Group, a subsidiary of Cablevision Systems Corporation. From 2008 to 2009, Mr. Jimenez served as Chief Operating Officer/Chief Financial Officer of Newsday, LLC and Publisher of amNewYork, a free paper distributed in New York City. From 2005 to 2008, he was Vice President Finance/Chief Financial Officer of Newsday, Inc. (as a subsidiary of Tribune Company) and from 2003 to 2005, he served as Controller for the Chicago Tribune Group.

Prior to joining Tribune Company, from 1994 to 2002, Mr. Jimenez served in roles at McDonald’s Corporation, including Finance Director for McDonald’s Partner Brands Group, Controller for Donatos Pizzeria and other accounting, financial consulting, strategy and merger & acquisition roles. Jimenez holds a B.S. in accountancy from Northern Illinois University and an M.B.A. from J.L. Kellogg Graduate School of Management, Northwestern University.

TIMOTHY P. KNIGHT

Timothy P. Knight has been Chief Executive Officer, President and a member of the Board of Tribune Publishing Company since January 2019. He joined the company in February 2017. Prior to his current role,Knight served as President of the Company where he was responsible for all of the Company’s local market operations.Knight previously served as the President of Advance Ohio and directed the strategy, sales, marketing and content of cleveland.com, one of the largest news and information sites in Ohio and asCEO of Wrapports LLC.Prior to that Knight served as President and CEO of New York-based Newsday Media Group and Publisher of Newsday, where he led the process that resulted in the sale of Newsday Media Group by Tribune Company to Cablevision Systems Corporation for $650 million in 2008. He has served in senior leadership positions at Tribune Company, Chicago Tribune and Classified Ventures. Knight started his career as a corporate associate at Skadden, Arps, Slate, Meagher & Flom in Chicago and London.

PHILIP G. FRANKLIN

Philip G. Franklin has served as a director of Tribune Publishing Co. since August 2014. He also serves on the board of TTM Technologies (NASDAQ: TTMI) and is a fund trustee for XA investments.

He retired from Littelfuse, Inc., in April 2016 after 17 years as its Chief Financial Officer. Littelfuse, a global leader in circuit protection, increased its market capitalization from $350 million to $3.5 billion during Mr. Franklin’s tenure. Prior to that, he was Chief Financial Officer of OmniQuip International, a private equity sponsored roll up in the construction equipment industry, which he helped take public. Mr. Franklin also served as Chief Financial Officer for Monarch Marking Systems, a subsidiary of Pitney Bowes, and Hill Refrigeration, a private company controlled by investor Sam Zell. Earlier in his career, he worked in a variety of finance and general management positions at FMC Corporation.

Mr. Franklin is an honors graduate of Dartmouth College and holds an MBA from the Tuck School of Business.

DAVID DREIER

David Dreier has served as a director of Tribune Publishing Co. since June 2016. As Chairman of the Tribune Board, he was inspired by the tragic deaths of five Tribune employees to establish the Fallen Journalists Memorial Foundation. The Foundation is working to establish a permanent memorial in Washington, D.C. to honor journalists who have died because of their jobs.

He has also served the Chairman of the Annenberg-Dreier Commission at Sunnylands, an initiative focused on the role of technology in enhancing prosperity, good governance and cross-cultural links throughout the Greater Pacific region, since February 2013. Prior to that, he served as a member of the U.S. House of Representatives from 1981 to January 2013. While in Congress, Mr. Dreier served as Chairman of the Rules Committee from 1999 to 2007 and from 2011 to 2013. He was also the founding Chairman of the bipartisan House Democracy Partnership, which works to strengthen legislative bodies in new and reemerging democracies on five continents and founded the bipartisan Congressional Trade Working Group.

Mr. Dreier is an honors graduate of Claremont McKenna College and holds a Master’s degree from Claremont Graduate University.

MIKE LAVEY

Mike Lavey has served as Controller and Chief Accounting Officer since May 2018 and previously served as the Company’s Senior Vice President, Corporate Controller since May 2015. Previously, Mr. Lavey was vice president and corporate controller of A. H. Belo Corporation, a media company, from January 2010 to May 2015, and as controller of the Dallas Morning News in 2009. Earlier in his career, Mr. Lavey held financial management positions with, or served as a financial consultant for, imc², Alliance Data Systems Corporation, Lighting Science Group Corporation, MetroPCS, Inc., Excel Communications, Inc., BancTec, Inc. and NAC, Inc. Mr. Lavey began his career in the audit function at Arthur Andersen & Co. in 1979.

About Tribune Publishing

Tribune Publishing (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing operates local media businesses including the Chicago Tribune, New York Daily News, The Baltimore Sun, Orlando Sentinel, South Florida's Sun-Sentinel, Virginia’s Daily Press and The Virginian-Pilot, The Morning Call of Lehigh Valley, Pennsylvania and the Hartford Courant. In addition to award-winning local media businesses, Tribune Publishing operates national and international brands such as Tribune Content Agency and The Daily Meal and is the majority owner of the product review website BestReviews. Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.

Forward-looking Statements

This press release contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Important factors that could cause actual results, developments and business decisions to differ materially from these forward-looking statements are uncertainties discussed below and in the “Risk Factors” section of the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). “Forward-looking statements” include all statements that do not relate solely to historical or current facts, and can be identified by the use of words such as “may,” “might,” “will,” “could,” “should,” “estimate,” “project,” “plan,” “anticipate,” “expect,” “intend,” “outlook,” “seek,” “designed,” “assume,” “implied,” “believe” and other similar expressions. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward- looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.

Investor Relations Contact:

Amy Bullis

Tribune Publishing Investor Relations

312.222.2102

abullis@tribpub.com

Media Contact:

Jeff Birnbaum

BGR Public Relations

202-661-6367

jbirnbaum@bgrpr.com