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) October 14, 2020
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
| (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 | ||||||
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. ☐
1
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
| Item No. | Page | |||||||
| 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | 3 | ||||||
| 9.01 | Financial Statements and Exhibits | 3 | ||||||
2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 15, 2020, The E.W. Scripps Company (the "Company") announced new roles for two of its officers contingent on the closing of the acquisition of ION Media by the Company.
Lisa Knutson, currently Executive Vice President and Chief Financial Officer (CFO), will become head of the Company’s new national television networks business consisting of Katz Networks, Newsy, and ION. Ms. Knutson has served as CFO since October 2017, and prior thereto as Executive Vice President and Chief Strategy Officer (August 2017-October 2017), and Senior Vice President and Chief Administrative Officer (2011-2017). She is 54 years old.
Laura Tomlin, currently Executive Vice President, National Media, will become the Chief Administrative Officer of the Company. Ms. Tomlin has served as Executive Vice President, National Media since November 2019, and prior thereto as Senior Vice President, National Media (2017-November 2019) and Vice President, Digital Operations (2014-2017). She is 45 years old.
The press release announcing these prospective appointments is included as an exhibit to this report.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Description of Item | |||||||
| Press release dated October 15, 2020 | ||||||||
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/ Douglas F. Lyons | |||||||
| Douglas F. Lyons | ||||||||
| Senior Vice President, Controller and Treasurer | ||||||||
| (Principal Accounting Officer) | ||||||||
Dated: October 16, 2020
4
Exhibit 99.1
Scripps taps Knutson, Tomlin for new leadership roles
| Oct. 15, 2020 | ||||||||
CINCINNATI - The E.W. Scripps Company (NASDAQ: SSP) has announced new roles for two of its senior leaders, contingent on the closing of its acquisition of ION Media. Executive Vice President, Chief Financial Officer Lisa Knutson will lead the new Scripps national television networks business, and Executive Vice President, National Media Laura Tomlin will become chief administrative officer of the company.
Scripps’ acquisition of ION Media is expected to close in the first quarter of 2021, pending regulatory approvals. In their new roles, Knutson and Tomlin will continue to report to Scripps President and CEO Adam Symson.
Knutson will oversee the operations of the newly combined businesses of ION Media, the five Katz networks and Newsy. She joined the company in 2005 and served as chief strategy officer and chief administrative officer before being appointed chief financial officer.
Tomlin will lead human resources, information technology and enterprise strategy, with a distinct focus on consumer technology, innovation and entrepreneurship. She joined Scripps in 2010 to build the internal recruiting team and led human resources and business operations for the company’s former Digital division before being named executive vice president, National Media.
“Lisa and Laura are strong leaders, each of whom has a proven track record of creatively and strategically guiding Scripps through periods of change and growth,” Symson said. “In these new roles, both will be instrumental in continuing the company’s tradition of capitalizing on the evolution of the media landscape.”
Scripps has begun the process of identifying a new CFO to replace Knutson when the transaction closes.
The work to integrate ION will help Scripps fully realize the transformational opportunities of the acquisition and to reorganize to be more effective and efficient, Symson said.
“We will continue to ensure our businesses are able to operate with the resources they need to succeed while we seek ways to centralize key corporate and shared services functions across the organization.”
About Scripps
The E.W. Scripps Company (NASDAQ: SSP) advances understanding of the world through journalism. As the nation’s fourth-largest independent TV station owner, Scripps operates 60 television stations in 42 markets. Scripps empowers the next generation of news consumers with its multiplatform news network Newsy and reaches growing audiences through broadcast networks including Bounce and Court TV. Shaping the future of storytelling through digital audio, Scripps owns top podcast company Stitcher and Triton, the global leader in technology and measurement services. Scripps runs an award-winning investigative reporting newsroom in Washington, D.C., and is the longtime steward of the Scripps National Spelling Bee. Founded in 1878, Scripps has held for decades to the motto, “Give light and the people will find their own way.”
Investor contact: Carolyn Micheli, The E.W. Scripps Company, 513-977-3732, Carolyn.micheli@scripps.com
Media contact: Kari Wethington, The E.W. Scripps Company, 513-977-3763, Kari.wethington@scripps.com