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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): January 16, 2019
TRIBUNE PUBLISHING COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-36230 |
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38-3919441 |
(State or Other Jurisdiction of
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
160 N. Stetson Avenue, Chicago, Illinois 60601
(Address of Principal Executive Offices) (Zip Code)
312-222-9100
(Registrants telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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))
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 o
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 16, 2019, the Board of Directors (the Board) of Tribune Publishing Company (the Company) appointed Timothy P. Knight, current President of the Company, as Chief Executive Officer and President of the Company, effective January 17, 2019.
Mr. Knight has served as the Companys President since October 30, 2017 and before that, was President of the Companys digital unit since February 2017. Before joining the Company, Mr. Knight served as President of Advance Ohio, a digital media and marketing company, since October 2015. Before that, from December 2011 to October 2015, Mr. Knight served as Chief Executive Officer of Wrapports, LLC, a holding company for the Chicago Sun-Times, Chicago Reader, and Chicago.com. Prior to joining Wrapports, he held various roles at Newsday including President, Chief Executive Officer and Publisher. Before joining Newsday in 2003, he held various senior management positions at Tribune Company, the Chicago Tribune Media Group, and Classified Ventures, LLC. Prior to joining Classified Ventures in 1997, Mr. Knight served as mergers and acquisitions counsel for Tribune Company and a senior associate at Skadden, Arps, Slate, Meagher & Flom LLP, an international law firm. He has been engaged in a number of civic organizations over the years and is currently a member of the Board of Trustees of DePaul University and the Board of Regents of Mercy Home for Boys and Girls (Chicago). He also was a member of the Rock and Roll Hall of Fame, Destination Cleveland, United Way of Greater Cleveland and the Long Island Chapter of Young Presidents Organization. Mr. Knight holds a B.S. in accounting from Marquette University and a J.D., with honors, from DePaul University College of Law.
Justin C. Dearborn stepped down as Chief Executive Officer and Chairman of the Board effective January 17, 2019. In addition, effective January 17, 2019, Ross Levinsohn will move on from his role as Chief Executive Officer of Tribune Interactive, LLC to pursue new opportunities. Subject to certain conditions, Mr. Dearborn and Mr. Levinsohn will be eligible for severance benefits pursuant to their employment agreements, which had been amended to provide for payment of the severance amount through the remainder of calendar year 2019 rather than in a lump sum and continuation of equity award vesting through such salary continuation period.
In connection with Mr. Knights appointment, Tribune Publishing Company, LLC, a subsidiary of the Company, entered into a new employment agreement with Mr. Knight, effective January 17, 2019. The term of Mr. Knights new employment agreement will continue through January 31, 2022. Pursuant to his employment agreement, Mr. Knights cash compensation will not change. On January 16, 2019, Mr. Knight received a grant of 125,000 restricted stock units generally vesting on the first anniversary of the grant. Mr. Knights employment agreement provides that, if Mr. Knights employment is terminated without cause (and other than due to death or disability) or he resigns for good reason, subject to his execution and non-revocation of a release of claims, he will be paid, in addition to his previously-accrued compensation, the following severance: (i) the greater of base salary remaining due under the employment term payable over the remaining term or base salary for 52 weeks, (ii) any unpaid annual bonus with respect to the calendar year immediately preceding the calendar year of termination of employment, (iii) a pro-rata amount of the annual bonus based on actual performance with respect to the calendar year of termination of employment and (iv) certain benefit continuation. The terms cause and good reason are defined in his employment agreement.
Mr. Knights employment agreement also contains certain restrictive covenants for the benefit of the Company and its affiliates. He also is required to maintain the confidentiality of confidential information of the Company and its affiliates.
The foregoing descriptions of the amendments to Mr. Dearborns and Mr. Levinsohns employment agreements and the new employment agreement with Mr. Knight are qualified in their entirety by reference to the text of amendments and the agreement, copies of which are attached hereto as Exhibits 10.1, 10.2 and 10.3 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Companys press release announcing Mr. Knights appointment and Mr. Dearborns departure is attached to this report as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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TRIBUNE PUBLISHING COMPANY |
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Date: January 18, 2019 |
By: |
/s/ Julie K. Xanders |
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Julie K. Xanders |
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Executive Vice President, General Counsel and Secretary |
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
The Executive Employment Agreement effective February 22, 2018 by and between Justin Dearborn and Tribune Publishing Company, LLC ( Agreemen t) is hereby amended in the following manner:
1. A new subsection (f) is added to Section 8 of the Agreement as follows:
(f) Notwithstanding the preceding and without limitation on Section 9, if the review and revocation period for the Waiver following Executives termination of employment by the Company without Cause occurs in calendar year 2019, the aggregate amount set forth in Section 8(c)(x) shall be paid in substantially equal installments as salary continuance throughout the remainder of calendar year 2019 (with such payments commencing on the first payroll at least 5 business days after the revocation period for the Waiver expires) rather than in a lump sum and the Executive shall continue to vest in equity awards through the end of calendar year 2019 as though the Executive had continued in employment through the end of calendar year 2019.
2. In all other respects the Agreement, as amended, shall continue in effect.
Justin Dearborn |
Tribune Publishing Company, LLC |
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/s/ Justin Dearborn |
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By: |
/s/Julie K. Xanders |
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Name : Julie K. Xanders |
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Its: Secretary |
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Date: January 17, 2019 |
Date: January 17, 2019 |
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AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
The Executive Employment Agreement entered into on August 21, 2017 by and between Ross Levinsohn and Tribune Interactive, LLC ( Agreemen t) is hereby amended in the following manner:
1. A new subsection (f) is added to Section 8 of the Agreement as follows:
(f) Notwithstanding the preceding and without limitation on Section 9, if the review and revocation period for the Waiver following Executives termination of employment by the Company without Cause occurs in calendar year 2019, the aggregate amount set forth in Section 8(c)(x) shall be paid in substantially equal installments as salary continuance throughout the remainder of calendar year 2019 (with such payments commencing on the first payroll at least 5 business days after the revocation period for the Waiver expires) rather than in a lump sum and the Executive shall continue to vest in equity awards through the end of calendar year 2019 as though the Executive had continued in employment through the end of calendar year 2019.
2. In all other respects the Agreement, as amended, shall continue in effect.
Ross Levinsohn |
Tribune Interactive, LLC |
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/s/ Ross Levinsohn |
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By: |
/s/ Julie K. Xanders |
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Name: Julie K. Xanders |
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Its: Secretary |
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Date: January 17, 2019 |
Date: January 17, 2019 |
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EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this Agreement ) is entered into by and between Timothy P. Knight ( Executive ), an individual, and Tribune Publishing Company, LLC (the Company ), a Delaware limited liability company. In consideration of the mutual promises and covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Executive and the Company (collectively the Parties and as to each or either, a Party ) agree as follows:
1. EMPLOYMENT TERM .
The term of Executives employment hereunder shall commence on January 17, 2019 (the Effective Date ) and, unless terminated pursuant to Section 8 below, shall continue through January 31, 2022 (the Employment Term ).
2. FREEDOM TO ENTER INTO THIS AGREEMENT .
Executive represents and covenants that: (a) the execution, delivery and performance of this Agreement by Executive does not and will not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which Executive is bound; and (b) Executive is not a party to or bound by any employment agreement, noncompetition agreement, non-solicitation agreement, confidentiality agreement or other agreement or obligation with any other person or entity that would in any way restrict or otherwise affect Executives performance of this Agreement.
3. TITLE AND EMPLOYMENT DUTIES .
During the Employment Term and subject to the terms of this Agreement:
(a) Executives title will be President and Chief Executive Officer. Executive will have such duties and responsibilities as are customarily exercised by someone serving in such a capacity as well as such other duties commensurate with Executives title and position as the Company may assign Executive from time to time.
(b) Executive agrees to devote Executives full business time, attention, and energies to the business of the Company and further agrees that Executive will perform Executives duties in a diligent, lawful and trustworthy manner, that Executive will act in accordance with Executives title and responsibilities and that Executive will act in accordance with the written business and employee policies and practices of the Company as applicable.
(c) Executive will be based in and will work out of the Companys office in Chicago, Illinois. Executive acknowledges that significant travel will be required.
4. COMPENSATION . During the Employment Term and subject to the terms of this Agreement:
(a) Base Salary . For the services rendered by Executive under this Agreement, the Company will pay Executive a gross base salary of Six-Hundred Thousand
Dollars and Zero Cents ($600,000) per annum (the Base Salary ). Executives Base Salary shall be payable, less all authorized or required deductions, in accordance with the Companys then-effective payroll practices. The Company will periodically review Executives salary and may provide for salary increases during the Employment Term, such increases to be given, if given, in the discretion of the Company. In the event that Executives Base Salary is increased by the Company in its discretion at any time during the Employment Term, such increased amount shall thereafter constitute the Base Salary.
(b) Bonus . Subject to Section 8 below, Executive shall have the opportunity to earn a discretionary annual management incentive bonus ( Annual Bonus ), with a target bonus opportunity of one hundred percent (100%) of Executives Base Salary (the Target Bonus ) under a bonus plan established by the Company, and based upon the achievement of annual Company and individual performance objectives as established by the Company. The Annual Bonus payable for any calendar year shall be paid, if paid, less all required or authorized deductions, at the time and in the manner such bonuses are paid to other similarly situated executives receiving annual bonus payments, in the calendar year following the year for which the bonus was earned, but in no event later than June 30 of the year following the year for which the bonus was earned.
5. BENEFITS .
(a) While employed by the Company, Executive shall be entitled to participate in the benefit plans and programs (including without limitation such medical, dental, vision, life, disability, retirement and other health and welfare plans), as the Company may have or establish from time to time for its employees in which Executive would be entitled to participate pursuant to their then-existing terms, in accordance with the terms and requirements of such plans. The foregoing, however, is not intended and shall not be construed to require the Company to establish any such plans or to prevent the modification or termination of such plans once established, and no such action or failure thereof shall affect this Agreement. It is further understood and agreed that all benefits Executive may be entitled to while employed by the Company shall be based upon Executives Base Salary and not upon any bonus, incentive or equity compensation due, payable, or paid to Executive, except where, if at all, the benefit plan provides otherwise.
(b) Executive will be eligible to receive time off to be scheduled and approved in advance and taken in accordance with the Companys policies and practices.
6. BUSINESS EXPENSES .
During the Employment Term, the Company shall reimburse Executive for reasonable travel and other expenses incurred in the performance of Executives duties hereunder as are customarily reimbursed to employees in accordance with the then-applicable expense reimbursement policies of the Company.
7. RESTRICTIVE AGREEMENTS .
(a) No Conflicting Activities. During Executives employment with the Company (whether or not such employment continues beyond the Employment Term),
Executive agrees that Executives employment is on an exclusive basis and that Executive: i) will not engage in any activity which is in conflict with Executives duties and obligations hereunder, whether or not such activity is pursued for gain, profit, or other pecuniary advantage; and ii) will not engage in any other activities which could harm the business or reputation of the Company or any of its affiliates.
(b) Employee Non-Solicitation and Non-Interference. Executive agrees that during Executives employment with the Company (whether or not such employment continues beyond the Employment Term) and for twelve (12) months after the date on which Executives employment with the Company ends for any or no reason (whether terminated by Executive or by the Company), except as required in the performance of Executives duties for the Company, Executive will not: i) solicit, either directly or indirectly, any person employed by, or previously employed by, the Company or any of its affiliates unless at such time such person is not then and has not been employed by the Company or any of its subsidiaries, business units, or other affiliates for at least six (6) months, to terminate or refrain from renewing or extending their employment with the Company or any of its subsidiaries, business units, or other affiliates; or ii) use Confidential Information to, directly or indirectly, interfere with the relationship of the Company with any person or entity who or which is a customer, client, supplier, developer, subcontractor, licensee or licensor or other business relation of the Company, or assist any other person or entity in doing so.
(c) Confidentiality. As a consequence of Executives employment by the Company, Executive will be privy to the highest level of confidential and proprietary business information of the Company and its affiliates, not generally known by the public or within the industry and which, thereby, gives the Company and its affiliates a competitive advantage and which has been the subject of reasonable efforts by the Company and its affiliates to maintain such confidentiality. Except as required by law or as expressly authorized by the Company in furtherance of Executives employment duties, Executive shall not at any time, during Executives employment with the Company (whether or not such employment continues beyond the Employment Term) or thereafter, directly or indirectly use, disclose, or take any action which may result in the use or disclosure of, any Confidential Information. Confidential Information as used in this Agreement, includes all non-public confidential competitive, pricing, marketing, proprietary and other information or materials relating or belonging to the Company or any of its affiliates (whether or not reduced to writing), including without limitation all confidential or proprietary information furnished or disclosed to or otherwise obtained by Executive in the course of Executives employment, and further includes without limitation: computer programs; patented or unpatented inventions, discoveries and improvements; marketing, organizational, operating and business plans; strategies; research and development; policies and manuals; sales forecasts; personnel information (including without limitation the identity of Company employees, their responsibilities, competence and abilities, and compensation); medical information about employees; pricing and nonpublic financial information; current and prospective customer lists and information on customers or their employees; information concerning planned or pending acquisitions, investments or divestitures; and information concerning purchases of major equipment or property. Confidential Information does not include information that lawfully is or becomes generally and publicly known outside of the Company and its affiliates other than through Executives breach of this Agreement or breach by any person of some other obligation. Nothing herein prohibits Executive from disclosing
Confidential Information as legally required pursuant to a validly issued subpoena or order of a court or administrative agency of competent jurisdiction, provided that Executive shall first promptly notify the Company if Executive receives a subpoena, court order or other order requiring any such disclosure, to allow the Company to seek protection therefrom in advance of any such legally compelled disclosure.
(d) Inventions. Executive hereby acknowledges and agrees that the Company owns the sole and exclusive right, title and interest in and to any and all Works (as defined below), including without limitation all copyrights, trademarks, service marks, trade names, slogans, inventions (whether patentable or not), patents, trade secrets and other intellectual property and/or proprietary rights therein, including without limitation all rights to sue for infringement thereof (collectively, IP Rights ). The Companys right, title and interest in and to the Works includes, without limitation, the sole and exclusive right to secure and own copyrights and maintain renewals throughout the world, the right to modify and create derivative works of or from the Works without any payment of any kind to Executive, and the right to exclusively register or record any IP Rights in the Works in the Companys name. Executive agrees that all Works shall be works made for hire for the Company as that term is defined in the copyright laws of the United States or other applicable laws. To the extent that any of the Works is determined not to constitute a work made for hire, or if any rights in any of the Works do not accrue to the Company as a work made for hire, Executive agrees that Executives signature on this Agreement constitutes an assignment (without any further consideration) to the Company of any and all of Executives respective IP Rights and other rights, title and interest in and to any and all Works. Works means any inventions, invention disclosures, developments, improvements, trade secrets, brands, logos, drawings, trademarks, service marks, trade names, documents, memoranda, data, software programs, object code, source code, ideas, original works of authorship, or other information that Executive conceives, creates, develops, discovers, makes or acquires, in whole or in part, either solely or jointly with another or others, during or pursuant to the course of Executives employment by the Company or its affiliates, and that relate directly or indirectly to the Company or any of its affiliates or their respective businesses, or to the Companys or any of its affiliates actual or demonstrably anticipated research or development, and that are made through the use of any of the Companys or any of its affiliates equipment, facilities, supplies, trade secrets or time, or that result from any work performed for the Company or any of its affiliates, or that is based on any information of, or provided to Executive by, the Company or any of its affiliates. Executive hereby is and has been notified by the Company, and understands that the foregoing provisions of this Section 7(d), shall not apply to an invention that Executive developed entirely on Executives own time without using the Companys equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) relate at the time of conception or reduction to practice of the invention to the Companys business, or actual or demonstrably anticipated research or development of the Company; or (2) result from any work performed by Executive for the Company or any of its affiliates.
(e) Reasonableness of Restrictions. It is mutually agreed and stipulated between Executive and the Company that the covenants set forth in Sections 7(a) through 7(d) of this Agreement are necessary to protect the legitimate business interests of the Company and its affiliates and are reasonable, including without limitation in time and scope.
(f) Remedies. The amount of actual or potential damages resulting from Executives breach of any provision of Section 7(a) through 7(d) of this Agreement will be inherently difficult to determine with precision and, further, any breach could not be reasonably or adequately compensated in money damages. Accordingly, any breach by Executive of any provision of Section 7(a) through 7(d) of this Agreement will result in immediate and irreparable injury and harm to the Company and its affiliates for which the Company and its affiliates will have no adequate remedy at law. The Company and/or its affiliates, thus, will be entitled to temporary, preliminary and permanent injunctive relief to prevent any such actual or threatened breach, without posting a bond or other security. The Companys and/or its affiliates resort to such equitable relief will not waive any other rights that any of them may have to damages or other relief, and the Company and/or its affiliates shall be entitled to reasonable attorneys fees and costs incurred in such an action.
8. TERMINATION/POST-TERMINATION PAYMENTS .
Either Executive or the Company may terminate Executives employment with the Company (the effective date of separation being the Termination Date ) for any reason or no reason, subject to the following:
(a) Death. This Agreement, except for Section 7(d) above and this Section 8(a), will automatically terminate if Executive dies. In such case, (i) the benefits available to Executives estate, heirs and beneficiaries shall be determined in accordance with the applicable benefit plans and programs then in effect; and (ii) within sixty (60) days of the date of death, the Company shall pay Executive any unpaid Base Salary and any other amounts due under this Agreement through the date of death. Except as set forth above, the Company shall not have any further obligations under this Agreement. This Agreement, except for Section 7(d) above and this Section 8(a), will not survive Executives death, and will not inure to the benefit of Executives heirs, assigns and/or designated beneficiaries.
(b) Termination by the Company for Cause or Termination by Executive Without Good Reason. Upon termination for Cause, or termination by Executive without Good Reason, except for such other obligations as may be required by law, the Company shall have no obligation to Executive other than the payment of Executives earned and unpaid Base Salary as of the Termination Date. For purposes of this Agreement, Cause shall be determined by the Company in its unfettered good faith discretion, but shall mean the occurrence of any one or more of the following (it being acknowledged and agreed that a Disability(1) of the Executive shall not be deemed to be Cause):
i. a material failure by Executive to perform Executives duties of employment in a manner reasonably satisfactory to the Company after having been
(1) Disability means Executive would be entitled to long-term disability benefits under the Companys long term disability plan as in effect from time to time, without regard to any waiting or elimination period under such plan and assuming for the purpose of such determination that Executive is actually participating in such plan at such time. If the Company does not maintain a long-term disability plan, Disability means Executives inability to perform Executives duties and responsibilities hereunder due to physical or mental illness or incapacity that is expected to last for a consecutive period of 90 days or for a collective period of 120 days in any 365 day period as determined by the Company in its good faith judgment.
notified in writing of such specific performance deficiencies and having not less than thirty (30) days to correct the deficiencies;
ii. failure or refusal to implement or follow reasonable and lawful directives of the Company, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company;
iii. a material breach of any material provisions of this Agreement, or a material violation of the then existing policies, procedures or rules of the Company, as applicable, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company;
iv. the commission of an act of fraud, embezzlement, theft, material misappropriation (whether or not related to employment with the Company) or the commission of or nolo contendere or guilty plea to any felony; or
v. intentional misconduct materially injurious to the Company, its affiliates or subsidiaries, either monetarily or otherwise.
(c) Termination By the Company Without Cause or Termination by Executive With Good Reason. Executives employment may be terminated at any time by the Company with or without Cause, or by the Executive with or without Good Reason as defined in Exhibit A. If during (and not after) the Employment Term, i) the Company terminates Executives employment other than for Cause or Disability or if Executive resigns for Good Reason, the Company will provide Executive within ten (10) days after the date on which Executives employment terminates with a Waiver and General Release of any and all legally-waivable claims against the Company and its past, present, and future parents, divisions, subsidiaries, partnerships, other affiliates, and other related entities (whether or not they are wholly owned); and the past, present, and future owners, trustees, fiduciaries, administrators, shareholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed above in a form reasonably acceptable to the Company (a Waiver ), and provided that on or within twenty one (21) days after the date on which Executive receives the Waiver or such longer period as may be applicable under the Age Discrimination in Employment Act, as amended ( ADEA ), Executive: i) signs, dates and returns the Waiver to the Company; and ii) then does not revoke the Waiver in accordance with its terms, the Company will, as liquidated damages, pay Executive as consideration not later than 15 days following the expiration (without revocation) of the revocation period applicable to Executives release of ADEA claims: (x) the greater of (i) an amount equal to Executives Base Salary paid via salary continuance over the remaining term of the Employment Term,or (ii) Executives Base Salary paid via salary continuance for a 52 week period from Executives Termination Date, less all required or authorized deductions, and payable in in accordance with the Companys then-effective payroll practices;; (y) any unpaid Annual Bonus with respect to the calendar year immediately preceding the calendar year of termination of employment; and (z) a pro-rata amount of the Annual Bonus based on actual performance with respect to the calendar year of termination of employment, based on the number of days worked in such calendar year, said pro-rated Annual Bonus payment to be made at the time and in the same manner as other executive officers of the Company. Executive and eligible family members will continue to
receive medical, dental and vision coverage as in effect from time to time throughout the salary continuance or severance period (i.e., through the end of the Employment Term) to the extent (i) the Executive makes payments in accordance with the following sentence, (ii) such continuation does not result in excise taxes, penalties or similar charges to the Company and (iii) such coverage is available to the Company without significant expense in excess of the expense for such coverage that the Company would have incurred if the Executive had remained employed.. The Executive will continue to remain responsible for the employees contribution for such benefit coverage throughout the salary continuance or severance period (collectively, the Severance Benefits ).
(d) The Parties further agree that the Companys payment of Severance Benefits pursuant to Section 8(c) precludes Executive from eligibility for or entitlement to any and all other payments, including but not limited to compensation, benefits or perquisites, subject to any benefits that may be vested under the terms of applicable benefit plans in which Executive participates. Notwithstanding any other provision of this Agreement, Executive shall not participate in or be eligible under (and Executive hereby waives participation in) any other severance or severance-related plan or program of the Company or any of its affiliates in effect at any time (whether Executives employment terminates or is terminated with or without Cause during the Employment Term).
(e) Notwithstanding the preceding, if the review and revocation period for the Waiver following Executives termination of employment spans two calendar years, the Severance Benefits shall be paid within the first 10 calendar days in the calendar year following the year of termination of employment rather than the calendar year of termination of employment to the extent necessary to have such amounts comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the Code ).
9. COMPLIANCE WITH IRS CODE SECTION 409A .
It is intended that any amounts and benefits payable under this Agreement will be exempt from or comply with Section 409A of the Code, so as not to subject Executive to the payment of any interest and tax penalty which may be imposed under Section 409A of the Code, and this Agreement shall be interpreted and construed accordingly, provided, however, that the Company and its affiliates shall not be responsible for any such interest and tax penalties. All references in this Agreement to Executives termination of employment shall mean a separation from service within the meaning of Section 409A of the Code. The timing of the payments or benefits provided herein may be modified to so comply with Section 409A of the Code. Any reimbursement payable to Executive pursuant to this Agreement shall be conditioned on the submission by Executive of all expense reports reasonably required by the Company under any applicable expense reimbursement policy, and shall be paid to Executive in accordance with Company practices following receipt of such expense reports (or invoices), but in no event later than the last day of the calendar year following the calendar year in which Executive incurred the reimbursable expense. Notwithstanding any other provision in this Agreement, if on the date of Executives separation from service (as defined in Section 409A of the Code) (i) the Company or any of its affiliates is a publicly traded corporation and (ii) Executive is a specified employee, as defined in Section 409A of the Code, then to the extent any amount payable under this Agreement upon Executives separation from service constitutes the payment of nonqualified
deferred compensation, within the meaning of Section 409A of the Code, that under the terms of this Agreement would be payable prior to the six (6) month anniversary of Executives separation from service, such payment shall be delayed until the earlier to occur of (x) the first day of the month following the six (6) month anniversary of Executives separation from service or (y) the date of Executives death.
10. NOTICES .
Any notice, request, or other communication required or permitted to be given hereunder shall be made to the following addresses or to any other address designated by either of the parties hereto by notice similarly given: (a) if to the Company, to Tribune Publishing Company, c/o Chair of the Board, 160 Stetson Avenue, Chicago, IL 60601; and (b) if to Executive, to Executives last known home address in the Companys records. All such notices, requests, or other communications shall be sufficient if made in writing either (i) by personal delivery to the party entitled thereto, (ii) by certified mail, return receipt requested, or (iii) by express courier service with proof of delivery, and shall be effective upon personal delivery, upon the fourth (4th) day after mailing by certified mail, or upon the second (2nd) day after sending by express courier service.
11. COMPANY PROPERTY .
Except as required in furtherance of Executives employment, Executive will not remove from the Companys premises any property of the Company or its affiliates, including without limitation any documents or things containing any Confidential Information, computer programs and drives or storage devices of any kind (portable or otherwise), files, forms, notes, records, charts, or any copies thereof (collectively, Property ). Upon any termination at any time by either party of Executives employment for any or no reason, Executive shall return to the Company, and shall not alter, delete or destroy, any and all Property, including without limitation any and all laptops and other computer equipment, iPhones, iPads, laptops, blackberries and similar devices, cellphones, credit cards, keys and other access cards, and electronic and hardcopy files.
Executive further agrees that, upon termination, Executive will conduct a diligent search of all of the electronic documents and information, electronic devices (including, without limitation, computers, hard drives, flash drives, and mobile devices), remote and virtual storage and file systems, emails and email accounts, voicemails, text messages, instant messaging conversations and systems, and any other devices, facilities, systems, accounts, or media that has electronic data storage or saving capabilities, in Executives possession, custody, or control, for any copies or iterations of confidential information, and forward a copy of the same to the Company, and then delete any copies of any such items from Executives accounts, systems, or devices.
12. NON-DISPARAGEMENT .
Executive agrees that Executive will not at any time during Executives employment with the Company (whether or not such employment continues beyond the Employment Term) or thereafter take (directly or indirectly, individually or in concert with
others) any actions or make any communications calculated or likely to have the effect of materially undermining, disparaging or otherwise reflecting negatively upon the reputation, goodwill, or standing in the community of the Company, or any of its respective subsidiaries, business units, other affiliates, officers, directors, employees and/or agents, provided that nothing herein shall prohibit Executive from giving truthful testimony or evidence to a governmental entity, or if properly subpoenaed or otherwise required to do so under applicable law.
13. ASSIGNMENT .
This is an Agreement for the performance of personal services by Executive and may not be assigned by Executive. This Agreement may be assigned or transferred to, and shall be binding upon and shall inure to the benefit of: (a) the Company, or its subsidiaries, business units, or other affiliates and its/their respective legal successors; and (b) any person or entity that at any time (whether by merger, purchase or otherwise) acquires any of the assets, ownership interests, or business of the Company.
14. CERTAIN CHANGE IN CONTROL PAYMENTS .
Notwithstanding any provision of this Agreement to the contrary, if any payments or benefits Executive would receive from the Company under this Agreement or otherwise in connection with the Change in Control (the Total Payments ) (a) constitute parachute payments within the meaning of Section 280G of the Code, and (b) but for this Section 14, would be subject to the excise tax imposed by Section 4999 of the Code, then Executive will be entitled to receive either i) the full amount of the Total Payments or ii) a portion of the Total Payments having a value equal to $1 less than three (3) times such individuals base amount (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of i) and ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by such Executive on an aftertax basis, of the greatest portion of the Total Payments. Any determination required under this Section 14 shall be made in writing by the accountant or tax counsel selected by the Executive. If there is a reduction pursuant to this Section 14 of the Total Payments to be delivered to the applicable Executive and to the extent that an ordering of the reduction other than by the Executive is required by Section 9 or other tax requirements, the payment reduction contemplated by the preceding sentence shall be implemented by determining the Parachute Payment Ratio (as defined below) for each parachute payment and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. For purposes hereof, the term Parachute Payment Ratio shall mean a fraction the numerator of which is the value of the applicable parachute payment for purposes of Section 280G of the Code and the denominator of which is the actual present value of such payment.
15. GOVERNING LAW; INTERPRETATION OF THE AGREEMENT; ARBITRATION .
This Agreement shall be construed and interpreted in accordance with the laws of the State of Illinois (without giving effect to the choice of law principles thereof). Executive and the Company acknowledge that each party had an equal opportunity to review and/or modify the provisions set forth in this Agreement. Thus, in the event of any misunderstanding, ambiguity or dispute concerning this Agreements provisions or their interpretation, no rule of construction shall be applied that would result in having this Agreement interpreted against either party. The language of all parts in this Agreement shall be construed as a whole, according to fair meaning, and not strictly for or against any party. The headings provided in boldface are inserted for the convenience of the parties and shall not be construed to limit or modify the text of this Agreement. The Parties agree that any disputes concerning, relating to, or arising out of this Agreement or its interpretation, Executives employment with or termination from the Company, or any other dispute between the Parties (except as excluded pursuant to this Section), shall be resolved by arbitration in accordance with the Companys arbitration policy as may be in effect from time to time. Notwithstanding the foregoing, Executive and the Company understand and agree that nothing shall prevent the Company from seeking and obtaining injunctive relief in federal or state court (or any court corresponding to Executives residence) in the event of a breach or threatened breach of any of Executives obligations under Section 7 of this Agreement.
16. COMPLETE AGREEMENT .
This Agreement embodies the entire agreement and understanding of the Parties hereto with regard to the matters described herein and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, actual or alleged, between said Parties regarding such matters, including without limitation concerning Executives compensation arrangements or other terms and conditions of employment (if any), and any actual or alleged prior employment agreements with or involving the Company or any of its affiliates. This Agreement cannot be amended, modified, supplemented, or altered except by written amendment signed by Executive and another authorized officer of the Company. Effective as of the Effective Date, the Employment Agreement between Executive and Tribune Interactive, LLC, dated February 22, 2017, shall terminate and be of no further force or effect as of the Effective Date.
17. SEVERABILITY/REFORMATION .
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is found by a court of competent jurisdiction to be unreasonable or otherwise unenforceable, it is the purpose and intent of the parties that any such provision be deemed modified or limited so that, as modified or limited, such provision may be enforced to the fullest extent possible. If any provision of this Agreement is held to be prohibited by or invalid under applicable law (notwithstanding any attempted modification or limitation pursuant to the preceding sentence), such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
18. SURVIVAL .
Except as provided in Section 8(a) above, the provisions of Section 2 and of Sections 7 through 18 (inclusive) of this Agreement shall survive any expiration of the Employment Term and any termination of Executives employment at any time (whether during or after the Employment Term) by either party with or without Cause, and shall not be limited or discharged by any alleged breach or misconduct on the part of the Company.
19. MISCELLANEOUS .
This Agreement may be executed in two or more counterparts, or by facsimile transmission, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.
ACCEPTED AND AGREED:
TIMOTHY P. KNIGHT |
TRIBUNE PUBLISHING COMPANY, LLC |
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/s/ Timothy P. Knight |
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By: |
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Name: Julie K. Xanders |
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Its: Secretary |
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Date: January 17, 2019 |
Date: January 17 2019 |
EXHIBIT A
Change in Control means the occurrence of the following events:
the consummation of a merger, consolidation, or other reorganization of the Company with or into (a Business Combination ), the sale of securities representing a majority of the voting equity securities of the Company in a tender offer, equity placement, or other transaction, or the sale of all or substantially all of the Company or business and/or assets as an entirety to ( Sale ), one or more entities that are not subsidiaries or affiliates of the Company; unless immediately following such Business Combination or Sale, (i) 50% or more of the total voting power of (x) the entity resulting from such Business Combination or the entity that has acquired all or substantially all of the business or assets of the Company or Business Unit in a Sale (in either case, the Surviving Company ), or (y) if a Sale, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Company (the Parent Company ), is represented by the outstanding common voting securities of the Company, that were outstanding immediately prior to such Business Combination or Sale (or, if applicable, is represented by shares into which the outstanding common voting securities of the Company or the Business Unit were converted or exchanged pursuant to such Business Combination or Sale), (ii) no Person or entity is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Surviving Company (if a Business Combination) or the Parent Company (if a Sale), and (iii) at least a majority of the members of the board of directors (or the analogous governing body) of the Surviving Company (if a Business Combination) or the Parent Company (if a Sale) following the consummation of the Business Combination or Sale were members of the board of directors (or the analogous governing body) at the time of such boards approval of the execution of the definitive agreement providing for such Business Combination or Sale or recommendation or approval of such tender offer, equity placement, or other transaction (terms capitalized but not otherwise defined in this subsection have the meaning set forth in Tribune Publishing Companys 2014 Omnibus Incentive Plan).
Good Reason means one or more of the following events:
(a) a material reduction in the Base Salary or a material reduction in the Target Bonus;
(b) a material failure by the Company to pay Executive in accordance with the terms of this Agreement;
(c) a material diminution or adverse change in Executives title, duties, authority, responsibilities, reporting line or positions without Executives prior written consent or the Executive is no longer a member of the Companys Board of Directors;
(d) in the case of a Change in Control, Executive either i) does not receive an offer of employment from the Surviving Company or Parent Company thereof or ii) receives such an offer of employment from the Surviving Company or Parent Company thereof but such offer of employment (x) does not provide at least the same Base Salary and at least other compensation and benefits substantially comparable in the aggregate to those the Executive had immediately prior to the Change in Control, or (y) requires the Executive to locate Executive more than 25 miles from the Companys office from which Executive was based immediately prior to the Change in Control;
provided, however, that to constitute Good Reason, Executive prior to resigning for Good Reason shall give written notice to the Company of the facts and circumstances claimed to provide a basis for such resignation not more than thirty (30) days following Executives knowledge of such facts and circumstances, and, if curable, the Company shall have thirty (30) days after receipt of such notice to cure such facts and circumstances (and if so cured, then Executive shall not be permitted to resign with Good Reason in respect thereof) . Any resignation with Good Reason shall be communicated to the Company by written notice, which shall include Executives date of termination of employment which shall be a date at least ten (10) days after delivery of such notice and the expiration of such cure period and not later than 60 days thereafter.
January 17, 2019
Tribune Publishing Announces Management Transition
Timothy P. Knight Appointed CEO; David Dreier Appointed Chairman
CHICAGO January 17, 2019 Tribune Publishing Company (NASDAQ: TPCO) today announced that its Board of Directors has appointed Timothy P. Knight as Chief Executive Officer and David Dreier as Chairman of the Board. Knight will also join the Board of Directors and succeeds Justin Dearborn who has stepped down as Chairman and Chief Executive Officer.
Tim is a proven operator with an entrepreneurial approach and digital media expertise. At a time when consolidation is essential in our quest to strengthen journalism, his experience transforming media companies will help achieve success, said Dreier. Tims deep knowledge of our company and his commitment to expand our paid digital business will be critically important. Journalism is under attack across the globe and we have an unwavering commitment to delivering a first rate news product. We take very seriously the role that we play in a functioning democracy. Working with Tim and the rest of our Tribune team, we will continue to provide great content for our readers and great value to our shareholders.
Dreier continued, On behalf of the Board, I want to thank Justin for his leadership. Over the past three years, he has improved Tribune Publishings financial position by building the infrastructure necessary to convert our award-winning content into revenue through an enhanced digital strategy. During his tenure, digital only subscribers have more than tripled and we have significantly reduced our debt and pension obligation. Our share price has increased 80% and our market capitalization has more than doubled. These results reflect the successful implementation of our efforts to improve operating performance and drive overall value. We wish him all the best.
Knight commented, It is an honor to assume this role at such an exciting time for our company. Delivering high-quality local journalism has never been more important and Tribune Publishings iconic brands continue to inform, inspire and engage the communities we serve. We are confident that we have the right assets, people and strategy to continue to transform our business while investing in world-class journalism. We also believe there are attractive consolidation opportunities within the media industry that will enable us to accelerate our strategy. I look forward to building on the progress we made under Justins leadership as we continue to deliver award-wining content to readers, a compelling platform for advertisers and value for our shareholders.
Dearborn said, I am proud of what we have accomplished over the last several years. Tribune Publishing has a tremendously talented team and I am confident that the Company is in great hands to build on that progress under Tims leadership going forward.
Timothy Knight Biography
Timothy Knight joined Tribune Publishing Company in February 2017 and most recently has had responsibility for all of the Companys local market operations. Upon joining the Company, Knight served as President of the digital content and commerce division, where he was responsible for advancing the award-winning media companys digital strategy across all platforms.
Knight previously served as the President of Advance Ohio, and directed the strategy, sales, marketing and content of cleveland.com, one of the largest news and information sites in Ohio and was CEO of Wrapports LLC.
Knight previously served as President and CEO of Newsday Media Group and Publisher of Newsday. In addition to the daily newspaper, he was responsible for Newsdays interactive operations, amNewYork (a free paper distributed in New York City) as well as daily papers in Greenwich and Stamford, CT. Knight led the process that resulted in the sale of Newsday Media Group by Tribune Company to Cablevision Systems Corporation for $650 million in 2008.
Prior to joining Newsday in 2003, Knight held a number of senior management positions at the Tribune Company and the Chicago Tribune Media Group. He was a co-founder of and held senior management roles at Classified Ventures, LLC (parent of cars.com and apartments.com). Prior to joining Classified Ventures in 1997, Knight served as mergers and acquisitions counsel for Tribune Company.
Knight started his career as a corporate attorney at Skadden, Arps, Slate, Meagher and Flom in Chicago and London, England. Knight holds a bachelors degree in accounting from Marquette University. He also holds a juris doctorate with honors from DePaul University College of Law where he was Order of the Coif and attended the corporate finance program at London Business School.
David Dreier Biography
David Dreier has been a director of Tribune Publishing since June 2016. He is the Chairman of the Annenberg-Dreier Commission which has focused on encouraging the free flow of goods, services, capital, information, ideas and people throughout the Greater Pacific.
Dreier served as a member of the United States Congress, representing Los Angeles from 1980 until 2013. A passionate proponent of first amendment rights he has championed a vigorous and free press. Dreier was the first Californian and one of the youngest and longest serving chairmen of the powerful Rules Committee, structuring the debate for virtually every piece of legislation considered in Congress.
A member of the Council on Foreign Relations, he was the founding chairman of the House Democracy Partnership, a congressional commission that has worked to strengthen legislative bodies in twenty one new and reemerging democracies across the globe. Additionally, he launched the bipartisan Congressional Trade Working Group that has built support for free trade agreements for more than thirty years.
Dreier is a Distinguished Fellow at the Brookings Institution and a trustee of both the California Institute of Technology and his alma mater, Claremont McKenna College which has established the Dreier Roundtable to encourage young people into public service. He has served on the immigration reform and retirement savings commissions at the Bipartisan Policy Center. In addition to being an honors graduate of Claremont McKenna College he holds a Masters degree from Claremont Graduate University.
Cautionary Statements Regarding Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that are based largely on our current expectations and reflect various assumptions by us. Forward-looking statements are subject to certain risks, trends, and uncertainties that could cause actual results and achievements to differ materially from those expressed in such forward-looking statements. Such risks, trends and uncertainties, which in some instances are beyond our control, include: changes in advertising demand, circulation levels and audience shares; competition and other economic conditions; economic and
market conditions that could impact the level of our required contributions to the defined benefit pension plans to which we contribute; decisions by trustees under rehabilitation plans (if applicable) or other contributing employers with respect to multiemployer plans to which we contribute which could impact the level of our contributions; our ability to develop and grow our online businesses; changes in newsprint price; our ability to maintain effective internal control over financial reporting; concentration of stock ownership among our principal stockholders whose interests may differ from those of other stockholders; and other events beyond our control that may result in unexpected adverse operating results. For more information about these and other risks see Item 1A (Risk Factors) of the Companys most recent Annual Report on Form 10-K and in the Companys other reports filed with the Securities and Exchange Commission.
The words believe, expect, anticipate, estimate, could, should, intend, may, will, plan, seek and similar expressions generally identify forward-looking statements. However, such words are not the exclusive means for identifying forward-looking statements, and their absence does not mean that the statement is not forward-looking. Whether or not any such forward-looking statements, in fact, occur will depend on future events, some of which are beyond our control. Readers are cautioned not to place undue reliance on such forward-looking statements, which are being made as of the date of this press release. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
About Tribune Publishing Company
Tribune Publishing Company (NASDAQ: TPCO) is a media company rooted in award-winning journalism. Headquartered in Chicago, Tribune Publishing Company operates local media businesses in eight markets with titles including the Chicago Tribune, New York Daily News, The Baltimore Sun, Orlando Sentinel, South Floridas Sun-Sentinel, Virginias Daily Press and The Virginian-Pilot, The Morning Call of Lehigh Valley, Pennsylvania, and the Hartford Courant.
Tribune Publishing also operates Tribune Content Agency and the Daily Meal and is majority owner of BestReviews.
Our brands are committed to informing, inspiring and engaging local communities. We create and distribute content across our media portfolio, offering integrated marketing, media, and business services to consumers and advertisers, including digital solutions and advertising opportunities.
Investor Relations Contact:
Terry Jimenez
Tribune Publishing Investor Relations
312.222.5787
tjimenez@tribpub.com
Media Contact:
Bryan Locke/Jacob Crows
Sard Verbinnen & Co
312.895.4700