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): January 3, 2006
DOW JONES & COMPANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7564 13-5034940
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification No.)
of incorporation)
200 Liberty Street, New York, New York 10281
(Address of principal executive offices) (ZIP CODE)
Registrant's telephone number, including area code: (212) 416-2000
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):
[ ] 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On January 3, 2006, the board of directors of Dow Jones & Company, Inc.
("Dow Jones" or the "Company") named Richard F. Zannino as Chief Executive
Officer of the Company, effective February 1, 2006, and has elected Mr.
Zannino to the Company's board of directors effective that date. As Chief
Executive Officer, Mr. Zannino will oversee all the Company's business
units and staff departments and will report to the Dow Jones board of
directors. With the election of Mr. Zannino, the size of the Company's
board of directors has been temporarily increased to 17 directors. See
Item 5.03 below.
Mr. Zannino, age 47, is currently Chief Operating Officer of the Company,
and has served in that position since July 2002. Mr. Zannino has served as
Executive Vice President since joining the Company in February 2001 and
served as Chief Financial Officer from February 2001 until July 2002.
Before joining Dow Jones, Mr. Zannino was Executive Vice President of Liz
Claiborne, Inc., having joined in 1998 as Senior Vice President, Finance &
Administration and Chief Financial Officer. Previously, Mr. Zannino had
worked briefly as Chief Financial Officer of General Signal Corporation,
prior to that company's sale and before that for five years at Saks Fifth
Avenue, ultimately as Executive Vice President and Chief Financial Officer.
The Company's board of directors has not appointed Mr. Zannino to any
committees of the board of directors.
Peter R. Kann, age 63, the Company's current Chairman and Chief Executive
Officer since 1991, will continue as Chairman until the annual meeting in
2007, the year in which he reaches the Company's mandatory retirement age
of 65.
Mr. Kann's and Mr. Zannino's compensation arrangements have not yet been
determined.
In addition, Karen Elliott House, age 58, Senior Vice President of Dow
Jones and Publisher of The Wall Street Journal, will be retiring from the
Company by mutual agreement after a distinguished 32 year career. She will
be staying on to work with Mr. Zannino for a couple of transition months.
In accordance with the Company's Separation Plan for Senior Management,
after the conclusion of the transition period, Ms. House will continue to
receive her regular salary for 24 months, as well as an amount equal to two
times her annual target bonus payable in 24 equal monthly installments.
During this period, Ms. House will continue to participate in the Company's
employee benefit plans and programs. All of her stock options will remain
outstanding and unvested options will continue to vest in accordance with
the terms thereof. In addition, Ms. House will receive final awards with
respect to her outstanding contingent stock rights grants under the Dow
Jones 2001 Long-Term Incentive Plan. Such final awards will be paid to Ms.
House in accordance with the Long-Term Incentive Plan after the completion
of the applicable performance periods at the same time as final awards for
such performance periods are paid to other participants in the Long-Term
Incentive Plan.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On January 3, 2006, in accordance with the Company's restated certificate
of incorporation, the board of directors of the Company amended Section 43
of the Company's Bylaws to provide that between February 1, 2006 and the
date of the Company's annual meeting of stockholders in April 2006, the
number of directors shall be fixed at 17 and shall thereafter return to 16.
As discussed in Item 5.02 above, effective February 1, 2006, Mr. Zannino
will become a director of the Company. A copy of the amended and restated
Bylaws is attached as Exhibit 3.1 to this report.
ITEM 7.01 REGULATION FD DISCLOSURE
On January 3, 2006, Dow Jones & Company, Inc. issued a press release
announcing revised earnings guidance for the quarter ended December 31,
2005. A copy of this press release is furnished with this report as Exhibit
99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in
Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is
being furnished and shall not be deemed "filed" for the purposes of Section
18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise
subject to the liability of that section, nor shall such information be
deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, regardless of the general incorporation language
of such filing, except as shall be expressly set forth by specific
reference in such filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
3.1 The Bylaws of the Company, as amended and restated as of
January 3, 2006.
99.1 Press Release, dated January 3, 2006.
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.
DOW JONES & COMPANY, INC.
Dated: January 3, 2006 By: /s/ Robert Perrine
---------------------------
Robert Perrine
Chief Accounting
Officer and Controller
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 The Bylaws of the Company, as amended and restated as of
January 3, 2006.
99.1 Press Release, dated January 3, 2006.