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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) August 1, 2012
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 0-16914 | 31-1223339 | ||
| (State or other jurisdiction of incorporation or organization) |
(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)) |
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THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
John H. Burlingame, a director of the Company since 1988, has resigned from the board, effective August 2, 2012. Mr. Burlingame will continue as a trustee of The Edward W. Scripps Trust (the “Trust”), which is the controlling shareholder of the Company and elects two-thirds of the Company’s directors.
Upon recommendation by the trustees of the Trust, the board of directors of the Company elected Anne La Dow to the board on August 1, 2012. Ms. La Dow will fill Mr. Burlingame’s seat and be one of the directors elected by the holders of the Company’s Common Voting Shares. Ms. La Dow is the great-great granddaughter of the Company’s founder. In addition to being a member of the Scripps family, Ms. La Dow is a former employee of the Company. In the 1990s, she worked in the human resources functions at Scripps newspapers in the California markets of Ventura and San Luis Obispo. She most recently worked in the legal field in Minnesota.
Ms. La Dow has not been named to any committees of the board of directors at this time, although it is expected that she will join the nominating and governance committee. In connection with her election, the compensation committee granted Ms. La Dow $30,000 in restricted stock units under the Company’s Long-Term Incentive Plan. A copy of the press release announcing the election and resignation is filed as Exhibit 99.01.
Item 9.01 Financial Statements and Exhibits
| Exhibit |
Description of Item |
Exhibit No. Incorporated |
||||
| 99.01 | La Dow Joins Scripps Board of Directors | 99.01 | ||||
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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 | ||
| Vice President and Controller | ||
| (Principal Accounting Officer) | ||
Dated: August 2, 2012
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Exhibit 99.01
La Dow joins Scripps board of directors
For immediate release (NYSE: SSP)
August 2, 2012
CINCINNATI – The directors of The E.W. Scripps Company have elected Anne La Dow, a great-great-granddaughter of the company’s founder, to serve on the board of directors. She succeeds John Burlingame, whose retirement became effective today.
La Dow, 53, began her service yesterday and will serve the remainder of the term that expires at the 2013 shareholder meeting.
“Anne’s insights in the area of human resources are especially relevant as the company continues to invest in talent and leadership for the future,” said Nackey Scagliotti, the board’s chair. “Her familiarity with both our history and with today’s rapidly changing media landscape assure that her guidance will add value for our company and for its shareholders.
“John Burlingame has provided immeasurable service to our board of directors during a period that saw tremendous shareholder return and growth for Scripps,” Scagliotti continued. “We are grateful for the outstanding contributions he has made over the past quarter century.”
In addition to being a member of the Scripps family, La Dow is a former employee of the company. In the 1990s, she worked in the human resources functions at Scripps newspapers in the California markets of Ventura and San Luis Obispo. She most recently worked in the legal field in Minnesota.
La Dow was recommended for the position by the trustees of The Edward W. Scripps Trust, which elects two-thirds of the company’s directors.
Burlingame is a retired partner in the law firm of Baker & Hostetler and has been a director of the company since it went public in 1988. He is a trustee of The Edward W. Scripps Trust, and will remain in that capacity.
About Scripps
Scripps is a leading media enterprise that embraces its rich history in delivering high-quality journalism through television stations, newspapers and the Scripps Howard News Service, while developing and expanding its digital strategies – including social gaming – for multiple platforms. For a full listing of Scripps media companies and their associated Web sites, visit http://www.scripps.com/.
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Contact Tim King, The E.W. Scripps Company, 513-977-3732
tim.king@scripps.com