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) April 13, 2020

THE E.W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

Ohio	001-10701	31-1223339
(State or other jurisdiction of incorporation)	(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):

☐ 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 Act.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share	SSP	NASDAQ Global Select Market

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. ☐

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

On April 13, 2020, The E. W. Scripps Company (the “Company” or “Scripps”) announced that the senior leadership team and members of the board of directors of Scripps are taking voluntary salary and fee reductions effective immediately. The Company will donate an amount equal to those cuts to a fund to support its employees affected by the COVID-19 crisis.

Scripps President and CEO Adam Symson will take a 15% reduction to his salary. The company’s named executive officers will each take a 10% pay cut. This includes Chief Financial Officer Lisa Knutson; Local Media President Brian Lawlor; Executive Vice President, National Media Laura Tomlin; General Counsel Bill Appleton; Senior Vice President, Controller and Treasurer Doug Lyons; Senior Vice President, Corporate Communications and Investor Relations Carolyn Micheli; and Vice President, Benefits and Compensation Julie McGehee. The reductions are calculated based on executives’ 2019 salary after their 2020 salary increases were rolled back.

The 11 members of Scripps’ board of directors will take a 15% reduction in their annual cash compensation, and board chairman Rich Boehne also will forego the remainder of his 2020 chairman fees.

The Company will make a donation to The Scripps Howard Foundation’s COVID-19 Employee Relief Fund equal to the amount saved as a result of the reduction in salaries and director fees. The Foundation created the fund to help Scripps employees who are adversely affected by the COVID-19 crisis.

The employment agreement between the Company and Mr. Symson has been amended to implement the reductions to his salary described above. A copy of the letter is attached as Exhibit 10.1 to this Form 8-K.

On April 13, 2020, Scripps issued a press release relating to the item 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
10.1	Letter Amending Employment Agreement between The E.W. Scripps Company and Adam P. Symson
99.1	Press release dated April 13, 2020

3

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
	Senior Vice President, Controller and Treasurer
	(Principal Accounting Officer)

Dated: April 14, 2020

4

EX-10.1

Exhibit 10.1

April 13, 2020

Adam P. Symson

312 Walnut Street

Cincinnati, OH 45202

Re: Reduction in Base Salary

Dear Adam,

As agreed, in light of the business uncertainty created by the novel coronavirus (COVID-19), your annual base salary for 2020 is reduced as follows: (i) effective as of March 9, 2020, such salary is reduced from $1,200,000 to $1,000,000 and (ii) effective as of April 6, 2020, such salary is reduced from $1,000,000 to $850,000 ( together, the "Reduction").

The Reduction will remain in effect through December 31, 2020. Your salary will return to

$1,200,000 on January 1, 2021, unless you and the independent members of the Board of Directors agree to further amendments to your employment agreement.

By signing below, you acknowledge and consent to this Reduction, and further acknowledge and agree that you shall not have, and hereby waive, any right to resign for "Good Reason" (or any term of similar meaning) solely in connection with the Reduction, under any and all employment, compensation, and benefits agreements, programs, policies, and arrangements of the Company and its affiliates, including, without limitation, your employment agreement with the Company dated as of January 1, 2020.

We appreciate your continued support and dedication in helping the Company navigate the business and uncertainty created by COVID-19.

Sincerely,

THE E. W. SCRIPPS COMPANY /s/ Richard A. BoehneRichard A. Boehne, Chairman of the Board
Agreed and accepted /s/ Adam P. SymsonAdam P. Symson	April 13, 2020  Date

EX-99.1

Exhibit 99.1

Scripps CEO and executives take pay cut;

money will go to employee assistance fund

April 13, 2020

CINCINNATI - The senior leadership team and members of the board of directors of The E.W. Scripps Company (NASDAQ: SSP) are taking voluntary salary and fee reductions, effective immediately. The company will donate an amount equal to those cuts to a fund to support its employees affected by the COVID-19 crisis.

Scripps President and CEO Adam Symson will take a 15% reduction to his salary. The company’s named executive officers will each take a 10% pay cut. This includes Chief Financial Officer Lisa Knutson; Local Media President Brian Lawlor; Executive Vice President, National Media Laura Tomlin; General Counsel Bill Appleton; Senior Vice President, Controller and Treasurer Doug Lyons; Senior Vice President, Corporate Communications and Investor Relations Carolyn Micheli; and Vice President, Benefits and Compensation Julie McGehee.

The reductions are calculated based on executives’ 2019 salary after their 2020 salary increases were rolled back.

The 11 members of Scripps’ board of directors will take a 15% reduction in their annual cash compensation, and board chairman Rich Boehne also will forego the remainder of his 2020 chairman fees.

The company will make a donation to The Scripps Howard Foundation’s COVID-19 Employee Relief Fund equal to the amount saved as a result of the reduction in salaries and director fees. The Foundation created the fund to help Scripps employees who are adversely affected by the COVID-19 crisis.

About Scripps

The E.W. Scripps Company (NASDAQ: SSP) advances understanding of the world through journalism. As the nation’s fourth-largest independent TV station owner, Scripps operates 60 television stations in 42 markets. Scripps empowers the next generation of news consumers with its multiplatform news network Newsy and reaches growing audiences through broadcast networks including Bounce and Court TV. Shaping the future of storytelling through digital audio, Scripps owns top podcast company Stitcher and Triton, the global leader in technology and measurement services. Scripps runs an award-winning investigative reporting newsroom in Washington, D.C., and is the longtime steward of 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.”

Investor contact:

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

Media contact:

Kari Wethington, The E.W. Scripps Company, 513-977-3763, Kari.wethington@scripps.com

XML

Cover Page	Apr. 13, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 13, 2020
Entity Registrant Name	THE E.W. SCRIPPS COMPANY
Entity Incorporation, State or Country Code	OH
Entity File Number	001-10701
Entity Tax Identification Number	31-1223339
Entity Address, Address Line One	312 Walnut Street
Entity Address, City or Town	Cincinnati,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	45202
City Area Code	513
Local Phone Number	977-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.01 per share
Trading Symbol	SSP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000832428