Current Report Filing (8-k)
July 11 2017 - 11:05AM
Edgar (US Regulatory)
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 7, 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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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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Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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.
¨
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On July 7, 2017, the Board of
Directors (the “Board”) of The McClatchy Company (the “Company”) appointed Anjali Joshi, currently Vice
President of Product Management at Google, Inc., to the Board to serve as a Class B director effective July 31, 2017. At this
time, Ms. Joshi has not been appointed to serve on any committees of the Board.
In connection with her service as
a director, Ms. Joshi 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, 2017, which section is incorporated
herein by reference.
There
are no arrangements or understandings between Ms. Joshi and any other person pursuant to which Ms. Joshi was
appointed as a director of the Company, and there are no transactions in which Ms. Joshi 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. Joshi is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01
Financial
Statements and Exhibits.
Exhibit
Number
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Description
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99.1
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Press
release of The McClatchy Company, dated July 11, 2017.
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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.
July
11, 2017
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The
McClatchy Company
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/s/
Billie S. McConkey
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By:
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Billie
S. 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
99.1
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Press
release of The McClatchy Company, dated July 11, 2017.
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Biography
of Anjali Joshi
Anjali Joshi is an accomplished
technology executive who has held significant leadership positions in high-growth companies. She is a currently a Vice President
of Product Management at Google where she leads groups focused on the software, network and computing infrastructure, translation
products and internationalization/localization of Google products. Most recently, she has been integral in managing Google’s
Fiber to Communities effort, which will ultimately bring ultra high-speed broadband access to as many as 500,000 people across
the United States.
Prior to joining Google, Anjali
was Executive Vice-President of Engineering at Covad Communications, the first DSL Competitive Carrier in the US and helped the
company grow from a start-up to a public company. Anjali spent several years at Bell Labs working in the areas of voice and high
speed data communications. Anjali received her BTech in Electrical Engineering from IIT, Kanpur, a Masters in Computer Engineering
from SUNY and a Masters in Engineering Management from Stanford University. She was recently selected as one of the top 50 alumni
who have graduated from IIT Kanpur in the last 50 years. She is on the board of the IIT Kanpur Foundation and has served as a
board member of TiE, Silicon valley.
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