UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934DATE OF REPORT: February 21, 2006Commission file number 1-8572TRIBUNE COMPANY
(Exact name of registrant as specified in its charter)Delaware
(State or other jurisdiction of
incorporation or organization) | 36-1880355
(I.R.S. Employer
Identification No.)
|
| |
435 North Michigan Avenue
Chicago, Illinois
(Address of principal executive offices)
| 60611
(Zip code) |
Registrant's telephone number, including area code: (312) 222-9100Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions:
[ ] Written communication 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Restricted Stock Units. On February 14, 2006, the Compensation & Organization Committee (the “Committee”) of the Board of Directors of Tribune Company (the “Company”) granted restricted stock unit (“RSU”) awards under the Tribune Company Incentive Compensation Plan (the “Plan”) to the following executive officers in the amounts indicated below:
| Name | | Title | | RSU's |
|---|
| | | Dennis J. FitzSimons | | Chairman, President and Chief Executive | | 60,000 | |
| | | | | Officer | |
| | | Scott C. Smith | | President, Tribune Publishing Company | | 30,000 | |
| | | Donald C. Grenesko | | Senior Vice President / Finance & | | 28,000 | |
| | | | | Administration | |
| | | John E. Reardon | | President, Tribune Broadcasting Company | | 20,000 | |
| | | Crane H. Kenney | | Senior Vice President, General Counsel & | | 20,000 | |
| | | | | Secretary | |
A form of Restricted Stock Unit Award Notice is attached as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Stock options. On February 14, 2006, the Committee awarded stock options under the Plan to the following executive officers in the amounts indicated below:
| Name | | Options |
|---|
| | | Dennis J. FitzSimons | | 300,000 | |
| | | Scott C. Smith | | 90,000 | |
| | | Donald C. Grenesko | | 85,000 | |
| | | John E. Reardon | | 60,000 | |
| | | Crane H. Kenney | | 60,000 | |
A form of Notice of Grant and Stock Option Term Sheet was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 11, 2005 and is incorporated by reference herein. The options will vest over a three-year period from the date of grant.
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Annual Management Incentive Plan Bonuses. On February 14, 2006, the Committee approved the following management incentive plan bonuses under the Plan for 2005:
| Name | | Bonus |
|---|
| | | Dennis J. FitzSimons | | $250,000 | |
| | | Scott C. Smith | | 154,000 | |
| | | Donald C. Grenesko | | 102,800 | |
| | | John E. Reardon | | 90,000 | |
| | | Crane H. Kenney | | 78,000 | |
For 2006, the Committee established that operating cash flow and net income on equity investments (or “equity income”) will be the performance criteria used in determining management incentive plan bonuses under the Plan. The Plan defines “operating cash flow” as net income before making any adjustment or deduction for interest, taxes, depreciation, amortization, writedowns of intangible assets and non-operating gains and losses, and subject to adjustment to account for extraordinary items.
The Committee also established 2006 operating cash flow and equity income goals for the Company’s publishing and broadcasting business segments and for the Company on a consolidated basis. Management incentive plan bonuses for corporate executives, including Mr. FitzSimons, Mr. Grenesko and Mr. Kenney, will be based on the achievement of consolidated goals, while management incentive plan bonuses for publishing and broadcasting executives, including Mr. Smith and Mr. Reardon, will be based on achievement of the goals for their respective business segment. The Committee may also consider executives’ individual performance in determining the amount of their management incentive plan bonus.
Base Salaries. On February 14, 2006, the Committee also approved increases in the salaries of Mr. FitzSimons, Mr. Smith, Mr. Grenesko and Mr. Kenney. The Committee did not increase Mr. Reardon's salary because it was previously increased in connection with his promotion to President of Tribune Broadcasting Company in November 2005. Effective February 19, 2006, the salaries for these executives are as follows:
| Name | | Salary |
|---|
| | | Dennis J. FitzSimons | | $985,000 | |
| | | Scott C. Smith | | 575,000 | |
| | | Donald C. Grenesko | | 570,000 | |
| | | John E. Reardon | | 500,000 | |
| | | Crane H. Kenney | | 450,000 | |
The Company will provide additional information regarding the compensation of its executive officers in its Proxy Statement for the 2006 Annual Meeting of Shareholders, which is expected to be filed in March 2006.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
10.1 Form of Restricted Stock Unit Award Notice
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 hereunto duly authorized.
| TRIBUNE COMPANY
(Registrant)
|
Date: February 21, 2006 | /s/ Mark W. Hianik
Mark W. Hianik
Vice President/Assistant General Counsel |
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