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) March 25, 2024

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
8.01	Other Events	3
9.01	Financial Statements and Exhibits	3

2

Item 8.01 Other Events

The E.W. Scripps Company (“Scripps”) announced that senior consumer research and marketing services executive, Nishat Mehta, has been nominated to its Board of Directors. Mr. Mehta will stand for election as a Class A director at Scripps’ May 6, 2024, annual meeting of shareholders.

Mr. Mehta would replace Lauren Rich Fine, who informed the company she will step down when her term expires in May.

A copy of the press release announcing the nomination is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description of Item
99.1	Press release dated March 25, 2024

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/ Daniel W. Perschke
	Daniel W. Perschke
	Senior Vice President, Controller
	(Principal Accounting Officer)

Dated: March 26, 2024

4

EX-99.1

Exhibit 99.1

Scripps nominates consumer research and data expert to company board position

March 25, 2024

CINCINNATI - The E.W. Scripps Company (NASDAQ: SSP) has nominated senior consumer research and marketing services executive Nishat Mehta to its board of directors.

Mehta was recently appointed chief operating officer and president at Lexitas, a leading national provider of technology-enabled litigation services based in Austin, Texas. He’s responsible for the sales, marketing and operating divisions across the company.

Prior to joining Lexitas, Mehta served as president of global products and solutions for Circana, a Chicago-based company formed from the merger of IRI and The NPD Group. In that role, Mehta led an integrated global team with responsibility for all of Circana's products and several of Circana's commercial divisions, including its media business.

“Nishat has demonstrated experience in commercializing data and advertising products that will help Scripps as we continue to expand into new television platforms and technologies,” Scripps President and CEO Adam Symson said. “In addition, he has strong financial acumen, as a business leader with experience in both private equity and the public markets.”

IRI and The NPD Group are two of the world’s leading market information companies. IRI was founded to track consumers’ behavior and form the largest repository of purchase, media, social, casual and loyalty data in the industry, and it has helped to drive growth for thousands of companies worldwide. Through data collected on consumers’ buying habits, The NPD Group helped thousands of global companies measure, predict and improve performance. Circana advises thousands of leading brands and retailers globally, helping them unlock business growth through advanced technology, analytics, data and expertise.

Before joining IRI, Mehta led the customer communications team at 84.51º, a retail data science, insights and media company. Mehta helped leading grocery retailer The Kroger Co. and its CPG brand partners create relevant and personalized communications to strengthen customer loyalty. Prior to that, Mehta was responsible for developing strategic partnerships at dunnhumby, a data science company helping the world's largest retailer monetize its data assets through insights, media, analytics and consulting. He led the evolution of the company's digital media measurement and targeting business, transforming the way CPG brands bought, sold and measured their media.

Mehta also spent 15 years at MicroStrategy, a leading provider of enterprise business intelligence software.

He graduated from Harvard University with a bachelor's degree in applied mathematics and a master's degree in computer science.

Mehta would replace Lauren Rich Fine, who informed the company she will step down when her term expires in May.

At the May 6 Scripps shareholder annual meeting, Mehta will stand for election as a Class A director.

Investor contact: Carolyn Micheli, (513) 977-3732, Carolyn.micheli@scripps.com

Media contact: Michael Perry, (513) 259-4718, michael.perry@scripps.com

About Scripps

The E.W. Scripps Company (NASDAQ: SSP) is a diversified media company focused on creating a better-informed world. As one of the nation’s largest local TV broadcasters, Scripps serves communities with quality, objective local journalism and operates a portfolio of more than 60 stations in 40+ markets. Scripps reaches households across the U.S. with national news outlets Scripps News and Court TV and popular entertainment brands ION, Bounce, Defy TV, Grit, ION Mystery and Laff. Scripps is the nation’s largest holder of broadcast spectrum. Scripps is the longtime steward of the Scripps National Spelling Bee. Founded in 1878, Scripps’ long-time motto is: “Give light and the people will find their own way.”

XML

Cover Page	Mar. 25, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 25, 2024
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