TRIBUNE MEDIA COMPANY (NASDAQ:TRCO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 22, 2016, Tribune Media Company (“Tribune”) and Mr. John Batter, Chief Executive Officer, Gracenote, and Executive Vice President, Tribune, entered into a letter agreement in connection with Tribune’s agreement to sell Gracenote to Nielsen Holding and Finance B.V. (“Nielsen”), which modifies certain provisions of Mr. Batter’s employment agreement with Tribune.
to this letter agreement, Tribune agreed that if Mr. Batter’s employment is terminated without cause in connection with a Gracenote sale that he will be paid the severance and benefits provided under his employment agreement with Tribune, without any reduction for any compensation paid to him for consulting for Gracenote or Nielsen after the sale. Relatedly, Tribune agreed that, solely for purposes of its employment agreement with Mr. Batter, the Gracenote sale to Nielsen will be treated as a change in control if it is consummated on or before December 31, 2017, with the effect that a qualifying termination of Mr. Batter’s employment in connection with the Gracenote sale will result in the acceleration of his unvested Tribune equity awards. Also, Tribune and Mr. Batter agreed that he will be paid his target bonus amount for 2016 in lieu of any other annual bonus for 2016.
The description of this letter agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the agreement, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2016.
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