TRIBUNE MEDIA COMPANY (NYSE: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
On December19, 2017, to secure his continued employment with Tribune Media Company (the “Company”) through the closing of the Company’s merger with Sinclair Broadcast Group, Inc. (the “merger”), which is expected to occur in 2018, and to reward his efforts to effect the closing and otherwise on behalf of the Company in 2018, recognizing that he was not made a participant in the Company’s equity incentive programs when appointed to serve as the Company’s chief executive officer, the Compensation Committee of the Company’s Board of Directors (the “Board”) approved that Mr.Kern will be paid a cash retention bonus of $3.25million at or following the closing of the merger. Payment of this bonus is contingent upon Mr.Kern remaining continuously employed with the Company through the closing date of the merger; except that this retention bonus would also be paid if the Company terminates him without cause or Mr.Kern resigns for good reason (as such terms are defined in the Tribune Media Company 2016 Incentive Compensation Plan) prior to such closing date. This retention bonus amount is in addition to the aggregate amount of $5million payable as bonus compensation to Mr.Kern in 2017 and referenced in the notes accompanying the table under the heading “Quantification of Potential Payments to Named Executive Officers in Connection with the Merger” in the merger proxy statement.
Mr.Kern’s retention bonus will be payable from a retention bonus pool reserved by the Compensation Committee of the Board in connection with the merger, which was previously disclosed in the proxy statement related to the approval of the merger.
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