LEE ENTERPRISES, INCORPORATED (NYSE:LEE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 9.01.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2019, the Board of Directors (the “Board”) of Lee Enterprises, Incorporated (the “Company”) elected Mary E. Junck as Chairman. Previously Ms. Junck served as Executive Chairman.
Accordingly, Ms. Junck will no longer hold this position that she is listed as holding in the Company’s most recent proxy statement.
Also, as described in Item 9.01 below, Ms. Junck, Herbert W. Moloney III and Kevin D. Mowbray were re-elected to the Board, each for a three-year term expiring at the 2021 annual meeting.
Executive Compensation. Effective March 1, 2019 the ECC approved a change in Ms. Junck’s annual compensation as an employee to an annual retainer of $250,000.She will be eligible to receive an award of shares of the Company’s common stock up to $150,000 as of the grant date.
Change-in-Control Employment Agreement. Effective February 20, 2019, Ms. Junck voluntarily terminated her Amended and Restated Employment Agreement with the Company (the “Agreement”). The Agreement, which would have entitled Ms. Junck to severance and other benefits upon termination without cause or for good reason, is effective only upon a change-of-control of the Company, as defined.
The terminated Agreement provided for payments of a multiple of Ms. Junck’s total compensation (estimated in 2018 to be $3,620,737) if not retained by the acquiring party on comparable terms of compensation.
The foregoing summary description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement.
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Item 9.01. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On February 20, 2019, the Board approved the Company’s Amended and Restated By-Laws (the “Amended By-Laws”), effective immediately, to allow for the election by the Board of a Chairman, to eliminate the position of Executive Chairman, to set forth the following responsibilities of the Chairman under Article IV, Section 3 below, and to make other conforming changes to the Amended By-Laws:
Ms. Junck, 71, was elected Executive Chairman of the Company in February 2016. She joined the Company in 1999 as Executive Vice President and Chief Operating Officer. She became President in 2000, Chief Executive Officer in 2001 and Chairman in January 2002. She is Chairman of the Executive Committee of the Board. She has an extensive career in the publishing industry, in which she has worked in executive and senior management positions for more than 30 years. Ms. Junck will continue as an employee of the Company until the end of the current fiscal year in September 2019.
The foregoing description of the Amended By-Laws is qualified in its entirety by reference to the Amended By-Laws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01. Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders (“Annual Meeting”) was held on February 20, 2019. Mary E. Junck, Herbert W. Moloney III and Kevin D. Mowbray were elected as directors for three-year terms expiring at the 2021 annual meeting.
Votes were cast for nominees for director as follows:
|
FOR |
WITHHOLD |
BROKER NON-VOTES |
|
|
Mary E. Junck |
25,259,226 |
5,978,676 |
15,099,869 |
|
Herbert W. Moloney III |
26,189,197 |
5,048,705 |
15,099,869 |
|
Kevin D. Mowbray |
26,330,626 |
4,907,276 |
15,099,869 |
The stockholders ratified the Audit Committee’s appointment of KPMG LLP to serve as the independent registered public accounting firm to audit the Company’s financial statements for the 2019 fiscal year, and votes were cast as follows:
|
FOR |
AGAINST |
ABSTAIN |
BROKER NON-VOTES |
|
|
Ratify Selection of KPMG LLP |
45,706,343 |
582,214 |
49,214 |
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Item 9.01. Other Events.
On February 20, 2019, the Company issued a news release announcing the Company’s Board of Directors authorized the repurchase of up to $10 million of the Company’s common stock over the next 24 months. Repurchases may be made from time to time through open market purchases or privately negotiated transactions or by means of one or more tender offers, in each case, as permitted by securities laws and other legal requirements. The amount and timing of the purchases will depend on a number of factors including the price and availability of the Company’s shares, trading volume, capital availability, Company performance and general economic and market conditions. The share repurchase program may be suspended or discontinued at any time.
A copy of the Company’s news release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
LEE ENTERPRISES, INC Exhibit
EX-3.1 2 addendum1bylaws.htm ADDENDUM 1 TO AMENDED & RESTATED BYLAWS Exhibit 3.1 – Amended and Restated By-Laws of Lee Enterprises,…
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About LEE ENTERPRISES, INCORPORATED (NYSE:LEE)
Lee Enterprises, Incorporated is a provider of local news and information, and a platform for print and digital advertising. The Company’s products included 46 daily and 34 Sunday newspapers, 300 weekly newspapers, and classified and niche publications, as of September 25, 2016. The Company also provides a range of digital products, including video, digital couponing, behavioral targeting, audience retargeting, banner advertisements and social networking. It provides digital marketing services to small and midsized businesses (SMBs), including search engine marketing (SEM), social media, audience extension, business profiles, and Website hosting and design. It offers small business solutions, including search engine optimization (SEO), local online marketing, social media marketing, video advertising and Website design. The markets it caters to are located primarily in the Midwest, Mountain West and West regions of the United States.