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): September 19, 2019 (September 13, 2019)
New Media Investment Group Inc.
(Exact name of registrant as specified in its charter)
Delaware
| 001-36097
| 38-3910250
|
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
1345 Avenue of the Americas
New York, NY 10105
212-479-3160
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share
| | NEWM
| | New York Stock Exchange
|
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 ☐
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. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Arrangements of Certain Officers. |
On September 13, 2019, the Board of Directors (the “Board”) of New Media Investment Group Inc. (the “Company”) increased the size of the Board to six (6) members and appointed Mayur Gupta and Maria M. Miller as independent directors of the Company, effective October 1, 2019.
As of the date hereof, neither Mr. Gupta nor Ms. Miller has been appointed to any committee of the Board. The appointments of Mr. Gupta and Ms. Miller were not made pursuant to any arrangement or understanding between either of them and any other person, and neither has entered into (or proposed to enter into) any transactions required to be reported under Item 404(a) of Regulation S-K.
Mr. Gupta and Ms. Miller will receive the standard annual Board compensation for non-employee directors for 2019 (pro rated based on the effective date of their appointments). Standard annual Board compensation for 2019 is described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on April 12, 2019.
A copy of the press release announcing the appointment of Mr. Gupta and Ms. Miller to the Board is attached as Exhibit 99.1 hereto and incorporated into this Form 8-K by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| Press Release issued by New Media Investment Group Inc., dated September 19, 2019 |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURE
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.
| | NEW MEDIA INVESTMENT GROUP INC. |
| | | |
| Date: September 19, 2019 | By: | /s/ Michael E. Reed |
| | Michael E. Reed |
| | Chairman, Chief Executive Officer and President |
