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 15, 2009
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
5.02(e). DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
On December 15, 2009, the Compensation
Committee of the Board of Directors of The McClatchy Company (the “Company”)
approved awards of restricted stock units and stock appreciation rights under
the Company’s 2004 Stock Incentive Plan, as amended and restated (the “Plan”) to
certain employees of the Company including the Company’s named executive
officers (collectively, the “NEOs”). The number of restricted stock units
granted and the exercise price of the stock appreciation rights were calculated
based upon the closing price of the Company’s Class A common stock on December
15, 2009. The award for each NEO is set forth opposite the NEO’s name
below.
Restricted stock units. The
restricted stock units vest in full on March 1, 2012 (the “Vesting Date”).
Pursuant to the terms of the restricted stock unit agreement (the “RSU
Agreement”) if, prior to the Vesting Date, the NEO’s employment with the Company
is involuntarily terminated by the Company without Cause (as defined in the RSU
Agreement) or for Good Reason (as defined in the RSU Agreement) or on account of
death or Disability (as defined in the RSU Agreement) or in the event of a
change of control of the Company, the award shall become fully vested. The
Compensation Committee of the Board of Directors approved a form of RSU
Agreement on December 15, 2009. A copy of the form of RSU Agreement
is being filed as Exhibit 10.1 to this current report and is incorporated herein
by reference.
Stock appreciation rights.
The stock appreciation rights vest in four equal installments beginning
on March 1, 2011. The exercise price of the stock appreciation rights is $3.42
per share. The terms and conditions of the stock appreciation rights are set
forth in the Stock Appreciation Rights Agreement, a form of which was previously
filed by the Company as Exhibit 99.1 to Form 8-K filed with the SEC on December
16, 2005.
The number of restricted stock units
and stock appreciation rights subject to the awards to NEOs are as
follows:
|
NAME
|
TITLE
|
RESTRICTED
STOCK UNITS
|
STOCK
APPRECIATION RIGHTS
|
|
Gary
B. Pruitt
|
Chairman,
President and Chief Executive Officer
|
450,000
|
____
|
|
Patrick
Talamantes
|
Vice
President, Finance, and Chief Financial Officer
|
70,000
|
100,000
|
|
Robert
Weil
|
Vice
President, Operations
|
80,000
|
120,000
|
|
Frank
R. J. Whittaker
|
Vice
President, Operations
|
80,000
|
120,000
|
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS
(d)
Exhibits.
|
Exhibit
Number
|
Description
|
|
Exhibit
10.1
|
Form
of Restricted Stock Unit Agreement
|
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.
|
The
McClatchy Company
Date: December
18,
2009 By: /s/Patrick J.
Talamantes
Patrick
J. Talamantes
Vice
President, Finance & Chief Financial Officer
EXHIBIT
INDEX
[Exhibit
10.1 Form
of Restricted Stock Unit Agreement]