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): May 15, 2014
The McClatchy Company
(Exact name of registrant as specified in its charter)
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
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
The McClatchy Company (the “Company”) held its annual meeting of shareholders on May 15, 2014 to vote on the election of directors, the ratification of Deloitte & Touche LLP as the Company’s independent auditors for 2014, and to approve, in a non-binding vote, the compensation of the Company’s named executive officers. The Company’s shareholders elected directors, approved the ratification of Deloitte & Touche as the Company’s independent auditors and approved, in a non-binding vote, the compensation of the Company’s named executive officers by voting as follows:
| 1. | Election of Directors | | | | | | |
| | | | FOR | | | WITHHELD | | | BROKER
NON-VOTES | |
| | | | | | | | | | | |
| | Class A Common Stock | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Elizabeth Ballantine | | | 33,078,169 | | | | 289,062 | | | | 12,335,607 | |
| | Kathleen Foley Feldstein | | | 33,201,141 | | | | 166,090 | | | | 12,335,607 | |
| | Clyde Ostler | | | 33,212,261 | | | | 154,970 | | | | 12,335,607 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Class B Common Stock | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| | Leroy Barnes, Jr. | | | 22,613,132 | | | | -0- | | | | | |
| | Molly Maloney Evangelisti | | | 22,613,132 | | | | -0- | | | | | |
| | Craig I. Forman | | | 22,613,132 | | | | -0- | | | | | |
| | Brown McClatchy Maloney | | | 22,613,132 | | | | -0- | | | | | |
| | Kevin S. McClatchy | | | 22,613,132 | | | | -0- | | | | | |
| | Will B. McClatchy | | | 22,613,132 | | | | -0- | | | | | |
| | Frederick R. Ruiz | | | 22,613,132 | | | | -0- | | | | | |
| | Patrick J. Talamantes | | | 22,613,132 | | | | -0- | | | | | |
| | | | FOR | | | AGAINST | | | ABSTAIN | | | BROKER
NON-VOTES | |
| 2. | Ratification of Deloitte & Touche LLP as independent auditors for 2014 | | | 27,160,048 | | | | 20,298 | | | | 3,070 | | | | -0- | |
| | | | | | | | | | | | | | | | | | |
| | | | | FOR | | | | AGAINST | | | | ABSTAIN | | | | BROKER
NON-VOTES | |
| 3. | To approve, in a non-binding vote, the compensation of the Company’s named executive officers | | | 25,871,855 | | | | 57,486 | | | | 20,515 | | | | -0- | |
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.
| May 19, 2014 | The McClatchy Company | |
| | | |
| | /s/ R. Elaine Lintecum | |
| | By: R. Elaine Lintecum | |
| | Vice President and Chief Financial Officer | |
