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): December 12, 2006
The McClatchy Company
(Exact name of registrant as specified in its charter)
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DELAWARE
(State or other jurisdiction of
incorporation or organization) | | 1-9824
(Commission
File Number) | | 52-2080478
(I.R.S. Employer
Identification No.) |
2100 Q Street
Sacramento, CA 95816
(Address of principal executive offices, zip code)
Registrant's telephone number, including area code(916) 321-1846
| | Written communications pursuant to Rule 425 under the Securities Act (l7 CFR 230.425) |
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| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (l7 CFR 240-14d-2(b)) |
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| | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 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 November 27, 2006December 12, 2006, the Company's Compensation Committee determined the fiscal 2007 base salaries and annual cash bonus targets for the Chief Executive Officer and other named executive officers. The Company's Chief Executive Officer, Gary Pruitt, will receive $1,100,000 in base salary in 2007, an increase of 4.8% from his 2006 base salary. The Compensation Committee also determined the 2007 annual cash bonus targets for Mr. Pruitt and the other named executives, although specific performance goals have not yet been determined. Mr. Pruitt's 2007 annual cash bonus target is 125% of his 2007 base salary. The 2007 base salaries and cash bonus targets for the other named executive officers are as follows: |
Name | | 2007 Base Salary | | 2007 Bonus Target |
Bob Weil, Vice President, Operations | | $600,000 | | 60% of 2007 base salary |
Frank Whittaker, Vice President, Operations | | 600,000 | | 60% of 2007 base salary |
Pat Talamantes, Vice President and Chief Financial Officer | | 500,000 | | 55% of 2007 base salary |
Howard Weaver, Vice President, News | | 400,000 | | 50% of 2007 base salary |
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In addition, on December 12, 2006, the Compensation Committee awarded units under the Company's Long-Term Incentive Plan. Each unit represents a contingent right to receive in cash an amount equal to $1 times the number of percentage points by which the Company's pre-tax earnings per share (without giving effect to the gain or loss on the sale of assets) increase over a three-year performance period. The performance period for the units awarded on December 12, 2006, begins on December 31, 2006 and ends on December 28, 2008. The Chief Executive Officer and the other named executive officers received the following number of Long-Term Incentive Plan units: |
Name | | Number of Long-Term Incentive Units Awarded |
Gary Pruitt, Chief Executive Officer | | 25,000 |
Bob Weil, Vice President, Operations | | 8,000 |
Frank Whittaker, Vice President, Operations | | 8,000 |
Pat Talamantes, Vice President and Chief Financial Officer | | 6,500 |
Howard Weaver, Vice President, News | | 5,000 |
December 15, 2006 | The McClatchy Company |
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| | /s/ Patrick J. Talamantes |
| | Patrick J. Talamantes |
| | Vice President and Chief Financial Officer |
