Form 8-K MCCLATCHY CO For: Jul 29

 

 

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): July 29, 2016

__________________________

(Exact name of registrant as specified in its charter)

 

DELAWARE		1-9824		52-2080478
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

2100 Q Street
Sacramento, CA 95816
(Address of principal executive offices, zip code)

 

Registrant’s telephone number, including area code (916) 321-1846

 

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:

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On July 29, 2016, The McClatchy Company (the “Company”) appointed Maria Thomas, an early product leader at Amazon.com, a former leader at NPR Digital and most recently the interim CEO and strategic advisor to Glamsquad, a NYC-based startup offering beauty services on demand, to its Board of Directors (the “Board”) as a Class B Director effective August 15, 2016. It has not yet been determined on which Board committees, if any, Ms. Thomas will serve.

 

In connection with her service as a director, Ms. Thomas will receive the Company’s standard fees paid to outside directors, with the cash retainer pro-rated to reflect her term of service. A description of outside director fees is set forth in the section entitled “Director Compensation Arrangements” in the Company’s proxy statement filed April 4, 2016, which section is incorporated herein by reference.

 

There are no arrangements or understandings between Ms. Thomas and any other person pursuant to which Ms. Thomas was appointed as a director of the Company, and there are no transactions in which Ms. Thomas has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

A copy of the Company’s press release announcing the appointment of Ms. Thomas is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press release of The McClatchy Company, dated August 1, 2016.

 

 

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, thereunto duly authorized.

 

Date: August 1, 2016	The McClatchy Company
		/s/ R. Elaine Lintecum
	By:	R. Elaine Lintecum
		Vice President and Chief Financial Officer

 

 

Exhibit Index

 

Exhibit No.		Description
99.1		Press release of The McClatchy Company, dated August 1, 2016.

 

 

Exhibit 99.1

 

 

McCLATCHY NAMES NEW MEMBER TO BOARD OF DIRECTORS

 

 

SACRAMENTO, CA -- McClatchy (NYSE: MNI) today announced the appointment of Maria Thomas to its board of directors, effective August 15, 2016. Thomas replaces Kathleen Foley Feldstein, a long-standing member of the board, who retired at McClatchy’s annual meeting on May 18, 2016.

 

Thomas was an early product leader at Amazon.com and has been building innovative digital business models and lasting consumer brands ever since. She spent seven years leading NPR Digital and most recently served as the interim CEO and strategic advisor to Glamsquad, a NYC-based startup offering beauty services on demand. Thomas has held executive roles with other successful startups like Etsy (NASDAQ: ETSY) and SmartThings, as well as with more established brands like American Express.

 

“I am thrilled to welcome Maria to McClatchy’s board of directors,” said Kevin McClatchy. “Maria has a talent for taking companies from startup to success. I look forward to the impact she can make in helping the company develop its digital strategies further and continuing its strong digital execution.”

 

Thomas was the first non-founder CEO at Etsy from 2008 to 2010. She led the young company through a period of extraordinary growth and into profitability. Under her leadership, Etsy became a trusted global brand embraced by seven million customers and a trusted e-commerce platform serving hundreds of thousands of sellers with gross merchandise sales of more than $300 million Subsequently, Thomas served as Chief Marketing and Consumer Officer for SmartThings, a pioneer in the consumer Internet of Things arena. She helped SmartThings navigate its two year journey from launch on Kickstarter to a $200 million sale to Samsung.

 

Thomas broke similar ground in the news industry where, from 2001-2008, she was SVP and GM of NPR Digital. She was a driving force behind NPR’s successful transformation from a radio-only company to a best-in-class, multimedia enterprise.

 

Thomas currently serves on the board of the privately held digital textile printing and e-commerce company, Spoonflower. She served three years on the board of online grocery company Relay Foods before its merger with Door-to-Door Organics. Thomas is also an angel investor in several start-ups.

 

 

“I am excited to join the McClatchy board at such a transformative juncture for the company,” Thomas said. “They are tackling the challenges of our digital world head on while staying true to their 159-year record of community service journalism.”

 

McClatchy president and CEO Pat Talamantes said, “Maria’s deep digital management and product experience, her work with investors and venture capitalists, and background in media make her uniquely suited to helping McClatchy develop new business models for public service journalism. She will be a tremendous addition to the board and a great resource for the management team.”

 

Thomas holds an undergraduate degree in accounting from Boston University and earned her MBA from Northwestern’s Kellogg School of Management.

 

She started her career on Wall Street as a financial analyst and spent seven years with World Bank Group as an Investment Officer with the International Finance Corporation, the World Bank’s private sector arm.

 

With the appointment of Thomas, McClatchy’s board of directors now consists of 11 members including 3 Class A directors and 8 Class B directors.

 

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About McClatchy:

McClatchy is a 21^st century news and information leader, publisher of iconic brands 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. McClatchy operates media companies in 28 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI.

 

 

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