UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ |
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Filed by a Party other than the Registrant ☐ |
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Check the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under § 240.14(a)-12 |
The McClatchy Company |
(Name of Registrant as Specified In Its Charter) |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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Proposed maximum aggregate value of transaction: |
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Total fee paid: |
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Fee paid previously with written preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 16, 2019.
THE MCCLATCHY COMPANY |
Meeting Information |
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Meeting Type: |
Annual Meeting |
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For holders as of: |
March 21, 2019 |
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Date: May 16, 2019 |
Time: 9:00 AM Pacific Time |
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Location: |
Meeting live via the Internet-please visit |
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www.virtualshareholdermeeting.com/MNI2019 |
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The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MNI2019 and be sure to have the information that is printed in the box marked by the arrow |
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You are receiving this communication because you hold shares in the company named above. |
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THE MCCLATCHY COMPANY |
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P.O. BOX 15779 |
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). |
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We encourage you to access and review all of the important information contained in the proxy materials before voting. |
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See the reverse side of this notice to obtain proxy materials and voting instructions. |
— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE: |
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NOTICE AND PROXY STATEMENT |
ANNUAL REPORT |
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How to View Online: |
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Have the information that is printed in the box marked by the arrow |
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How to Request and Receive a PAPER or E-MAIL Copy: |
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If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY INTERNET: |
www.proxyvote.com |
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2) BY TELEPHONE: |
1-800-579-1639 |
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3) BY E-MAIL*: |
sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 2, 2019 to facilitate timely delivery. |
— How To Vote —
Please Choose One of the Following Voting Methods
Vote By Internet:
Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow
During The Meeting: Go to www.virtualshareholdermeeting.com/MNI2019. Have the information that is printed in the box marked by
the arrow
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. |
Voting Items |
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The Board of Directors recommends that you |
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vote FOR the following: |
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1. |
Election of Directors |
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Nominees: |
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01) Elizabeth Ballantine |
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02) Anjali Joshi |
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03) Maria Thomas |
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The Board of Directors recommends you vote FOR the following proposal: |
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To ratify the appointment of Deloitte & Touche LLP as McClatchy's independent registered public accounting firm for the 2019 fiscal year. |
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The Board of Directors recommends you vote FOR the following proposal: |
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To approve the amendment to The McClatchy Company 2012 Omnibus Incentive Plan, as amended and restated (the “2012 Incentive Plan”), to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Incentive Plan. |
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The Board of Directors recommends you vote AGAINST the following proposal: |
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To approve the shareholder proposal, if properly presented at the meeting, to implement a majority voting standard in the Company’s governance documents. |
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NOTE: Whether or not you provide voting directions, your proxy, when properly executed, will be voted in discretion of the proxy holders upon such other matters as may properly come before the meeting and any postponement or adjournment thereof. |
Voting Items |
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The Board of Directors recommends that you |
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vote FOR the following: |
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1. |
Election of Directors |
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Nominees: |
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01) Leroy Barnes, Jr. |
06) William B. McClatchy |
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02) Molly Maloney Evangelisti |
07) Theodore R. Mitchell |
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03) Craig I. Forman |
08) Clyde W. Ostler |
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04) Brown McClatchy Maloney |
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05) Kevin S. McClatchy |
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The Board of Directors recommends you vote FOR the following proposal: |
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To ratify the appointment of Deloitte & Touche LLP as McClatchy's independent registered public accounting firm for the 2019 fiscal year. |
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The Board of Directors recommends you vote FOR the following proposal: |
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To approve the amendment to The McClatchy Company 2012 Omnibus Incentive Plan, as amended and restated (the “2012 Incentive Plan”), to increase the number of shares of Class A Common Stock authorized for issuance under the 2012 Incentive Plan. |
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The Board of Directors recommends you vote AGAINST the following proposal: |
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To approve the shareholder proposal, if properly presented at the meeting, to implement a majority voting standard in the Company’s governance documents. |
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NOTE: Whether or not you provide voting directions, your proxy, when properly executed, will be voted in discretion of the proxy holders upon such other matters as may properly come before the meeting and any postponement or adjournment thereof. |