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) November 8, 2016

THE E.W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

Ohio	0-16914	31-1223339
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

312 Walnut Street Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (513) 977-3000

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))

THE E.W. SCRIPPS COMPANY

INDEX TO CURRENT REPORT ON FORM 8-K

Item No.		Page
5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	3
9.01	Financial Statements and Exhibits	3

2

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

The E.W. Scripps Company (the “Company” or “Scripps”) has announced that Richard A. Boehne will retire from his role as president and Chief Executive Officer (“CEO”) of the Company during the second half of 2017. On November 8, 2016, the Company’s Board of Directors (the “Board”) appointed Chief Digital Officer Adam Symson to the new position of Chief Operating Officer (“COO”) of the Company, to serve until his removal or resignation. Mr. Symson is expected to move into the CEO role when Mr. Boehne retires. The Board anticipates Mr. Boehne will continue as its non-executive chairman following the transition later next year.

Mr. Symson, 41, joined the Scripps TV division in 2002 and held a variety of roles before taking over the role of Senior Vice President and Chief Digital Officer. Prior to 2011, Mr. Symson ran operations, content and revenue for the TV division’s interactive businesses. He also spent a year as director of content and marketing for the Scripps Interactive media division, which was spun off with Scripps Networks Interactive in 2008. He has served as director of investigations and special projects and director of news strategy and operations for the Scripps corporate television group. Mr. Symson joined Scripps as executive producer of investigations and special projects for Scripps ABC affiliate KNXV in Phoenix in 2002. He also has worked for CBS stations WBBM in Chicago and KCBS in Los Angeles and as an independent producer for CBS News and NBC News. Mr. Symson has a bachelor’s degree in communication from the University of California, Los Angeles.

In connection with his appointment as Chief Operating Officer, on November 8, 2016, the Company increased Mr. Symson’s annual salary to $600,000 and increased the target annual incentive opportunity to 70% of his annual base salary. In addition, on that date, Mr. Symson entered into a Restricted Share Unit Agreement (the “RSU Agreement”) with the Company, pursuant to which the Company granted Mr. Symson $750,000 of time-based restricted share units (“RSUs”). One-third of the RSUs will vest on the first anniversary of the grant date, and two-thirds of the RSUs will vest on the second anniversary of the grant date. The units underlying each RSU will be paid in the form of the Company’s Class A Common Shares following the applicable vesting date. The RSUs will be subject to the terms and conditions of The E.W. Scripps Company 2010 Long-Term Incentive Plan.

There is no arrangement or understanding between Mr. Symson and any other person pursuant to which he was selected as an officer of the Company, and there are no family relationships between Mr. Symson and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Symson has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.

The foregoing description of the RSU Agreement is qualified in its entirety by reference to the full text of the agreement, a form of which is attached as Exhibit 10.79 to the Current Report on Form 8-K, filed by the Company on March 9, 2009, and is incorporated in this Item 5.02 by reference.

On November 9, 2016, the Company issued a press release relating to the matters described above. A copy of the press release is filed with this Form 8-K and is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description of Item
99.1	Press release dated November 9, 2016
10.1	Form of Restricted Share Unit Agreement (attached as Exhibit 10.79 to the Current Report on Form 8-K (Commission File No. 000-16914), filed by the Company on March 9, 2009, and incorporated herein by reference).

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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.

THE E.W. SCRIPPS COMPANY
BY:	/s/ Douglas F. Lyons
	Douglas F. Lyons
	Vice President and Controller
	(Principal Accounting Officer)

Dated: November 10, 2016

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EX-99.1

Exhibit 99.1

Scripps CEO Boehne to retire in 2017;

Symson appointed chief operating officer

For immediate release

November 9, 2016

CINCINNATI - Rich Boehne will retire from his role as president and CEO of The E.W. Scripps Company (NYSE: SSP) during the second half of 2017, and the company has appointed Chief Digital Officer Adam Symson to the new position of chiefoperating officer.

As COO, Symson will report to Boehne and oversee day-to-day operations of the company’s broadcast TV, digital media and radio divisions. He is expected to move into the chief executive role when Boehne retires.

Boehne, 60, has been president and CEO since 2008 and was elected chairman of the board in 2013. The board anticipates Boehne will continue as its chairman following the transition later next year.

Symson, 41, joined the Scripps TV division in 2002 and has held a variety of roles before taking over the company’s digital operations in 2011. In that role, he has run Scripps’ local digital businesses in 27 markets as well as national digital content companies Midroll, Newsy and Cracked. Scripps’ digital portfolio includes web, mobile and over-the-top businesses, and Symson has led the strategy and execution of product development, content, revenue and marketing for that portfolio. He also has led the company’s efforts to develop new businesses in emerging media through investment and acquisition.

“Adam has demonstrated the leadership and entrepreneurial skills critical for the continued long-term success of the Scripps enterprise,” Boehne said. “In this media environment, where opportunities and challenges develop at an ever-accelerating pace, he has shown his ability to build successful media brands.

“Having spent more than half of his career in broadcast television, including as an investigative journalist and a news strategist for Scripps, Adam is driven by our company’s mission and our vision of creating a better-informed world. His deep experience as a broadcaster, a builder of digital media brands, and a discerning leader will serve our employees, our customers and our owners exceptionally well.”

Prior to 2011, Symson ran operations, content and revenue for the TV division’s interactive businesses. He also spent a year as director of content and marketing for the Scripps Interactive media division, which was spun off into Scripps Networks Interactive in 2008. He has served as director of investigations and special projects and director of news strategy and operations for the Scripps corporate television group. He joined Scripps as executive producer of investigations and special projects for Scripps affiliate KNXV in Phoenix in 2002. He also has worked for CBS stations WBBM in Chicago and KCBS in Los Angeles and as an independent producer for CBS News and NBC News.

Symson has a bachelor’s in communication from the University of California, Los Angeles. He lives with his wife and two daughters in Cincinnati and serves on the boards of Cincinnati Public Radio, Adath Israel Congregation and Scripps Howard Foundation.

About Scripps

The E.W. Scripps Company (NYSE: SSP) serves audiences and businesses through a growing portfolio of television, radio and digital media brands. Scripps is one of the nation’s largest independent TV station owners, with 33 television stations in 24 markets and a reach of nearly one in five U.S. households. It also owns 34 radio stations in eight markets. Scripps also runs an expanding collection of local and national digital journalism and information businesses, including multi-platform satire and humor brand Cracked, podcast industry leader Midroll Media and over-the-top video news service Newsy. Scripps also produces television shows including “THE LIST” and ”The Now,” runs an award-winning investigative reporting newsroom in Washington, D.C., and serves as the long-time steward of the nation’s largest, most successful and longest-running educational program, the Scripps National Spelling Bee. Founded in 1878, Scripps has held for decades to the motto, “Give light and the people will find their own way.”

Contact:

Carolyn Micheli, The E.W. Scripps Company, 513-977-3732, Carolyn.micheli@scripps.com

Valerie Miller, The E.W. Scripps Company, 513-977-3732, Valerie.miller@scripps.com