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) August 6, 2008
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Ohio
|
|
0-16914
|
|
31-1223339 |
|
|
|
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification Number) |
|
|
|
|
|
312 Walnut Street
Cincinnati, Ohio
|
|
|
|
45202 |
|
|
|
|
|
(Address of principal executive offices)
|
|
|
|
(Zip Code) |
Registrants telephone number, including area code: (513) 977-3000
Not Applicable
(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 (see General Instruction A.2. below):
|
|
|
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))
|
|
|
|
Item 5.02. |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 6, 2008, the Compensation Committee of the Board of Directors of The E. W. Scripps
Company (the Company) approved a new employment agreement for Mr. Richard A. Boehne, its
President and Chief Executive Officer. This new agreement replaces his prior employment agreement
with the Company.
Term
The employment agreement has a three year term. The Company may extend the term for an additional
year.
Compensation Levels
During the term: (i) Mr. Boehnes
annual base salary will be no less than $800,000; (ii) his target
annual incentive opportunity will be not less than 95% of base salary; and (iii) he will be eligible
to participate in all equity incentive plans, fringe benefit, employee retirement, pension and
welfare benefit plans available to other senior executives of the Company.
Severance
Upon an involuntary termination of Mr. Boehnes employment without cause, or a voluntary
termination of employment by Mr. Boehne for good reason, he would be entitled to a pro-rated
annual incentive based on actual performance for the year of termination, plus base salary, target
annual incentive, and medical, dental and life insurance coverage for the greater of 18 months or
the balance of the term. These severance benefits are also available (for 18 months) if his
employment is terminated due to a decision by the Company not to renew the term.
Upon a termination due to death or disability, Mr. Boehne would be entitled to a target annual
incentive from January 1 of the year of death or disability through one year after death or
disability, plus continued base salary for one year and continued medical and dental benefits for
two years.
Restrictive Covenants
Mr. Boehne will not compete against the Company for 6 months after termination (12 months if
terminated for cause) or solicit the Companys employees or customers for 12 months after
termination
The foregoing description of the employment agreement is qualified in its entirety by reference to
the full text of the agreement, which is filed as an exhibit to this Form 8-K and incorporated
herein by reference.
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits |
|
|
|
|
|
Exhibit |
|
|
|
Exhibit No. |
Number |
|
Description of Item |
|
Incorporated |
|
|
|
|
|
10.65
|
|
Employment agreement between the Company and Richard A. Boehne
|
|
10.65 |
3