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 9, 2015
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-08572 | 36-1880355 | ||
(State or other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S Employer Identification Number) |
435 North Michigan Avenue, Chicago, Illinois | 60611 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (312) 994-9300
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):
¨ | 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)) |
Item 8.01. Other Information.
On January 9, 2015, Tribune Media Company (the Company) announced that, pursuant to the Companys amended and restated bylaws, the Board of Directors of the Company has set May 20, 2015 as the date for the Companys 2015 Annual Meeting of Shareholders (the Annual Meeting), at a time and location to be determined and specified in our proxy statement related to the Annual Meeting.
Because the date of the Annual Meeting is more than 30 days from the anniversary date of last years annual meeting, pursuant to the U.S. Securities and Exchange Commissions rules, including Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the Exchange Act), we have set the deadline for submission of proposals to be included in our proxy materials for the Annual Meeting as the close of business on January 23, 2015. Accordingly, in order for a shareholder proposal to be considered for inclusion in our proxy materials for the Annual Meeting, the proposal must be received by our Corporate Secretary, Tribune Media Company, 435 North Michigan Avenue, Chicago, Illinois 60611, on or before the close of business on January 23, 2015, and must comply with the procedures and requirements set forth in Rule 14a-8 under the Exchange Act.
In accordance with the advance notice requirements contained in our amended and restated bylaws applicable for an annual meeting that is not within 30 days of the anniversary date of the prior years annual meeting, for director nominations or other business to be brought before the Annual Meeting by a shareholder, other than Rule 14a-8 proposals described above, written notice must be delivered to our Corporate Secretary, Tribune Media Company, 435 North Michigan Avenue, Chicago, Illinois 60611, on or before the close of business on January 20, 2015. These shareholder notices also must comply with all additional procedures and requirements of our amended and restated bylaws and will not be effective otherwise.
A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
99.1 | Press Release dated January 9, 2015. |
SIGNATURE
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.
Date: January 9, 2015 | Tribune Media Company | |||
By: | /s/ Edward P. Lazarus | |||
Edward P. Lazarus | ||||
Executive Vice President, General Counsel and Corporate Secretary |
Exhibit 99.1
Tribune Media Company Announces 2015 Annual Meeting Date
NEW YORK, January 9, 2015 Tribune Media Company (NYSE: TRCO) today announced that its Board of Directors has set May 20, 2015 as the date for the Companys 2015 Annual Meeting of Shareholders at a time and location to be determined and specified at a later date. Pursuant to applicable SEC rules and the Companys bylaws, the deadline for the submission of proposals to be included in the Companys proxy materials for the Annual Meeting is the close of business on January 23, 2015, and the deadline for director nominations or other business to be brought before the Annual Meeting by a shareholder is the close of business on January 20, 2015.
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Tribune Media Company (NYSE: TRCO) is home to a diverse portfolio of television and digital properties driven by quality news, entertainment and sports programming. Tribune Media is comprised of Tribune Broadcastings 42 owned or operated local television stations reaching over 50 million households, national entertainment network WGN America, available in approximately 71 million households, Tribune Studios, and Tribune Digital Ventures, including Gracenote, one of the worlds leading sources of TV and music metadata powering electronic program guides in televisions, automobiles and mobile devices. Tribune Media also includes Chicagos WGN-AM, the national multicast networks Antenna TV and THIS TV. Additionally, the Company owns and manages a significant number of real estate properties across the U.S. and holds other strategic investments in media. For more information please visit www.tribunemedia.com.
Investor Contact:
Donna Granato
VP/Corporate Finance & Investor Relations
212/210-2703
dgranato@tribunemedia.com
Media Contact:
Christa Robinson
Chief Communications Officer
212/210-2794
christa@tribunemedia.com