Amended Current Report Filing (8-k/a)
February 24 2017 - 4:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): February 24, 2017
The McClatchy Company
(Exact name of registrant as specified
in its charter)
DELAWARE
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1-9824
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52-2080478
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
The McClatchy Company (the "Company") is filing this
Amendment No. 1 to its Current Report on Form 8-K filed on January 31, 2017, which, among other things, announced Mr. Patrick J.
Talamantes’ departure from the Company on January 25, 2017.
Effective February 24, 2017, Mr. Talamantes entered into a waiver
and general release agreement (the “Agreement”) in connection with his departure from the Company. Pursuant to the
terms of the Agreement, Mr. Talamantes will be entitled to receive as severance the gross lump sum amount of $1,350,000, which
is the equivalent of 1.5 times base salary at the rate in effect at the time of separation. In addition, Mr. Talamantes will receive
(1) a $135,000 payment in respect of his annual incentive for fiscal year 2016; (2) a $225,000 payment in respect of the Company’s
long-term performance-based cash program made under the 2014 Long-Term Incentive Plan; and (3) 42,900 restricted shares of the
Company’s Class A Common Stock which represent certain outstanding awards previously granted to Mr. Talamantes. Pursuant
to the Agreement, Mr. Talamantes agreed to grant a general release to the Company and to continue to be bound by certain restrictive
covenants including confidentiality, non-solicitation and non-disparagement provisions set forth in his employment agreement. This
summary does not purport to be complete and is subject to and qualified in its entirety by reference to the text of the Waiver
and Release Agreement included as Exhibit 10.1 to this filing which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit
Number
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Description
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Exhibit 10.1
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Waiver and Release Agreement, effective as of February 24, 2017, by and between Patrick J. Talamantes and The McClatchy Company
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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, thereunto duly
authorized.
February 24, 2017
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The McClatchy Company
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/s/ Billie McConkey
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By:
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Billie McConkey
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Vice President, Human Resources,
General Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number
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Description
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Exhibit 10.1
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Waiver and Release Agreement, effective as of February 24, 2017, by and between Patrick J. Talamantes and The McClatchy Company
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