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McClatchy Company (MNI) Board Approves Reverse Stock Split, Expanded Buyback Authorization

May 18, 2016 4:58 PM EDT

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The McClatchy Company (NYSE: MNI) shareholders elected 10 directors to one-year terms, ratified the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for 2016, and approved the adoption of an Amended and Restated Certification of Incorporation allowing for a reverse stock split of the company's outstanding Class A and B Common Stock.

Shareholders elected Fred Ruiz, who served as a Class B director for 22 years, as a new Class A director and also re-elected Elizabeth Ballantine and Clyde W. Ostler as Class A directors. Leroy Barnes, Molly Maloney Evangelisti, Craig I. Forman, Brown McClatchy Maloney, Kevin S. McClatchy, William McClatchy and Patrick J. Talamantes were re-elected as Class B directors.

The company also said farewell to director Kathleen Foley Feldstein, who retired today from the company's board after nine years of service on McClatchy's board. Chairman Kevin S. McClatchy noted that Feldstein had served on the Knight Ridder board from 1998 until the acquisition on June 27, 2006, at which time she began serving on the board of McClatchy, for an accumulated 18 years of service. "Kate has contributed a great deal to the board and her expertise and spirit will be missed, but we wish her all the best in her retirement," he said.

In a separate action, the board of directors of McClatchy approved a 1 for 10 reverse stock split that is expected to be effective as of the beginning of trading on June 7, 2016. Proforma for this split and based on shares outstanding and McClatchy's closing price as of today, McClatchy's post-split share price would be $11.40, and post-split outstanding Class A shares would total approximately 5.3 million and Class B shares would total approximately 2.4 million. The company's equity market capitalization of $88.6 million would be unchanged.

The company also announced that its board of directors approved an increase to its share repurchase program that now authorizes the Company to purchase up to $20 million of the Company's Class A common stock through Dec. 31, 2016. This authorization replaces its previous repurchase program of $15 million, announced on Aug. 19, 2015, and covered the same time period. Approximately $1.9 million remained available for repurchases under the previous program and McClatchy now has approximately $6.9 million available for share repurchases through Dec. 31, 2016. Through May 17, 2016, McClatchy had repurchased approximately 11 million Class A shares at an average price of $1.20 per share.

Pat Talamantes, McClatchy's president and CEO, provided an update on McClatchy's business through the first quarter of 2016 and strategies to continue its successful digital transformation. The full text of Talamantes' speech as well as a video of his presentation is available at www.mcclatchy.com.



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