The McClatchy Company (NYSE:MNI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Amendment and Restatement of The McClatchy Company 2012
Omnibus Incentive Plan
As described in Item 5.07 of this Current Report on Form 8-K, on
May 17, 2017, at the 2017 Annual Meeting, the shareholders of The
McClatchy Company (the Company) approved the amendment and
restatement of The McClatchy Company 2012 Omnibus Incentive Plan
(the Amended 2012 Incentive Plan). The Board adopted the Amended
2012 Incentive Plan on March 23, 2017, subject to approval by the
shareholders at the 2017 Annual Meeting.
In addition, on February 23, 2017, the Compensation Committee of
the Company approved the grant of 45,000 restricted stock units
(RSUs) under the Amended 2012 Incentive Plan to Mr. Zieman, Ms.
Lintecum, Mr. Hendricks, Ms. McConkey and three other executive
officers, subject to the Boards adoption of the Amended 2012
Incentive Plan and the shareholders approval of the Amended 2012
Incentive Plan at the 2017 Annual Meeting. These RSUs form part
of the Companys retention program (the 2017 Retention Plan) for
senior executives following the Companys chief executive officer
transition in January 2017 and will vest in full on January 25,
2019, subject to the executives continued service through such
date.
The following description of certain terms of the Amended 2012
Incentive Plan is qualified in all respects by the terms of the
Amended 2012 Incentive Plan, which is incorporated herein by
reference.
Amendment Date; Term. The Amended 2012 Incentive Plan
became effective on March 23, 2017 as of the Boards adoption of
the Amended 2012 Incentive Plan, subject to the approval of the
shareholders at the 2017 Annual Meeting. The Amended 2012
Incentive Plan will terminate automatically on January 23, 2022,
ten years after its original effective date, unless terminated
sooner in accordance with the terms of the Amended 2012 Incentive
Plan or extended with shareholder approval.
Eligibility. All of the Companys employees and the
employees of the Companys subsidiaries and affiliates are
eligible to receive awards under the Amended 2012 Incentive Plan.
In addition, the Companys non-employee directors and certain
consultants and advisors to the Company and its affiliates may
receive awards under the Amended 2012 Incentive Plan, other than
incentive stock options.
Awards. The following type of awards may be made under the
Amended 2012 Incentive Plan, subject to limitations set forth in
the Amended 2012 Incentive Plan:
|
Stock options, which may be either incentive stock options or non-qualified stock options; |
| Stock appreciation rights; |
| Restricted stock; |
| Restricted stock units (and deferred stock units); |
| Unrestricted stock; |
| Dividend equivalent rights; |
| Performance shares or other performance-based awards; and |
| Cash incentive awards. |
Shares Available for Issuance. An additional 500,000
shares of the Companys Class A Common Stock were reserved for
issuance under the Amended 2012 Incentive Plan. The maximum
number of shares of the Companys Class A Common Stock that may be
issued under the Amended 2012 Incentive Plan, consisting of
authorized but unissued shares or issued shares that have been
reacquired by the Company, will be equal to the sum of (i)
1,000,000 shares of the Companys Class A Common Stock (which
includes the original share pool of 500,000 shares plus the new
share pool of 500,000 shares), plus (ii) the number of shares of
the Companys Class A Common Stock available for future awards
under the prior plan as of May 16, 2012, plus (iii) the number of
shares of the Companys Class A Common Stock related to awards
outstanding under the prior plan as of May 16, 2012 that
thereafter terminate by expiration or forfeiture, cancellation,
or otherwise without the issuance of such shares of the Companys
Class A Common Stock. The maximum number of shares of the
Companys Class A Common Stock available for issuance to incentive
stock options granted under the Amended 2012 Incentive Plan will
be the same as the number of shares of the Companys Class A
Common Stock available for issuance under the Amended 2012
Incentive Plan.
Shares of the Companys Class A Common Stock that are subject to
awards will be counted against the Amended 2012 Incentive Plans
share limit as of the date of grant as one share for every one
share subject to the award. If any awards terminate, expire, or
are canceled, forfeited, exchanged, or surrendered without having
been exercised or paid or if any awards are forfeited or expire
or otherwise terminate without the delivery of any shares of the
Companys Class A Common Stock or are settled in cash in lieu of
shares of the Companys Class A Common Stock, the shares subject
to such awards will again be available for purposes of the
Amended 2012 Incentive Plan. However, the number of shares of the
Companys Class A Common Stock available for issuance under the
Amended 2012 Incentive Plan will not be increased by the number
of shares of common stock (i) tendered, withheld, or subject to
an award surrendered in connection with the exercise of an
option, (ii) deducted or delivered from payment of an award
payment in connection with the Companys tax withholding
obligations, (iii) purchased by the Company with proceeds from
option exercises, or (iv) not issued upon the net settlement or
net exercise of a stock-settled stock appreciation right.
The maximum number of shares of the Companys Class A Common Stock
subject to options or stock appreciation rights that may be
granted under the Amended 2012 Incentive Plan to any person in a
calendar year is 150,000 shares. The maximum number of shares
subject to awards other than options or stock appreciation rights
that may be granted under the Amended 2012 Incentive Plan to any
person in a calendar year is 150,000 shares. The maximum amount
that may be paid for a single cash-settled performance-based
award for any performance period is $5 million.
The number and kinds of shares of common stock for which awards
may be made under the Amended 2012 Incentive Plan, including the
limits described above, and the number of shares and exercise
prices of outstanding awards will be adjusted proportionately and
accordingly by the Compensation Committee if the number of
outstanding shares of the Companys Class A Common Stock is
increased or decreased or the shares of the Companys Class A
Common Stock are changed into or exchanged for a different number
of shares or kind of capital stock or other securities of the
Company on account of any recapitalization, reclassification,
stock split, reverse stock split, spin-off, combination of stock,
exchange of stock, stock dividend, or other distribution payable
in capital stock, or other increase or decrease in shares of
common stock effected without receipt of consideration by the
Company.
A description of the material terms of the Amended 2012 Incentive
Plan is set forth in Item 5, under the heading To approve the
amendment and restatement of the 2012 Incentive Plan to increase
the number of shares of Class A Common Stock authorized for
issuance under the 2012 Incentive Plan and to, among other
things, re-approve the material terms and conditions relating to
performance-based compensation, in the 2017 Proxy Statement.
Copies of the form of Stock Appreciation Right Agreement under
the Amended 2012 Incentive Plan, form of Restricted Stock Unit
Agreement under the Amended 2012 Incentive Plan and form of
Restricted Stock Unit Agreement under the 2017 Retention Plan are
filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The 2017 Annual Meeting was held on May 17, 2017. As of the
applicable record date of March 24, 2017, there were outstanding
5,152,875 shares of Class A Common Stock and 2,443,191 shares of
Class B Common Stock. Shares representing 89.87% of the voting
power of the Company were represented at the 2017 Annual Meeting
in person or by proxy. At the 2017 Annual Meeting, the
shareholders: (i) elected the Companys Class A and Class B
directors for the ensuing year; (ii) ratified the selection of
Deloitte Touche LLP as the Companys independent auditors for
2017; (iii) approved, on an advisory basis, the Companys
executive compensation (Say on Pay Vote); (iv) approved, on an
advisory basis, the triennial frequency of future Say on Pay
Votes; and (v) approved the amendment and restatement of The
McClatchy Company 2012 Omnibus Incentive Plan.
The voting results were as follows:
| 1. | Election of Directors |
| FOR | WITHHELD | BROKER NON – VOTES | ||||||||||
| Class A Common Stock | ||||||||||||
| Elizabeth Ballantine | 3,037,969 | 153,772 | 1,436,900 | |||||||||
| Clyde W. Ostler | 3,119,786 | 71,955 | 1,436,900 | |||||||||
| Maria Thomas | 3,130,497 | 61,244 | 1,436,900 | |||||||||
| Class B Common Stock | ||||||||||||
| Leroy Barnes, Jr. | 2,208,198 | |||||||||||
| Molly Maloney Evangelisti | 2,208,198 | |||||||||||
| Craig I. Forman | 2,208,198 | |||||||||||
| Brown McClatchy Maloney | 2,208,198 | |||||||||||
| Kevin S. McClatchy | 2,208,198 | |||||||||||
| William B. McClatchy | 2,208,198 | |||||||||||
| Theodore R. Mitchell | 2,208,198 | |||||||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
|
2. Ratification of Deloitte Touche LLP as independent auditors for 2017 |
2,653,431 | 4,031 | 13,600 |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
| 3. Advisory Vote on Executive Compensation | 2,502,460 | 22,539 | 2,373 | 143,690 |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | |||||
|
4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation |
177,289 | 2,654 | 2,345,127 | 2,302 |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
|
5. Approval of the Amendment and Restatement of The McClatchy Company 2012 Omnibus Incentive Plan |
2,514,142 | 11,087 | 2,143 | 143,690 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit Number |
Description |
|
| Exhibit 10.1 |
Form of Stock Appreciation Right Agreement under The McClatchy Company 2012 Omnibus Incentive Plan, as amended and restated as of March 23, 2017 |
|
| Exhibit 10.2 |
Form of Restricted Stock Unit Agreement under The McClatchy Company 2012 Omnibus Incentive Plan, as amended and restated as of March 23, 2017 |
|
| Exhibit 10.3 |
Form of Restricted Stock Unit Agreement under The McClatchy Company 2017 Senior Executive Retention Plan |
|
| Exhibit 99.1 | Press release dated May 17, 2017 | |
About The McClatchy Company (NYSE:MNI)
The McClatchy Company is a news and information publisher of various publications, such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News and Observer, and the (Fort Worth) Star-Telegram. The Company’s segments include Western Segment and Eastern Segment. Its Western Segment consists of its newspaper operations in California, the Northwest and the Midwest. The Company’s Eastern Segment consists primarily of newspaper operations in the Southeast and Florida. The Company operates 30 media companies in 29 United States markets in 14 states, providing each of these communities with news and advertising services in a range of digital and print formats. The Company’s operations include approximately 30 local media businesses United States that consist of daily newspapers, Websites and mobile applications, publications, direct marketing, direct mail services and community newspapers. The McClatchy Company (NYSE:MNI) Recent Trading Information
The McClatchy Company (NYSE:MNI) closed its last trading session up +0.35 at 8.44 with 13,206 shares trading hands.