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) June 12, 2008
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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| Ohio
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0-16914
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31-1223339 |
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number) |
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312 Walnut Street
Cincinnati, Ohio
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45202 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (513) 977-3000
Not Applicable
(Former name or former address, if changed since last report)
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):
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 1.01. Entry into a Material Definitive Agreement
Separation and Distribution Agreement
On June 12, 2008, The E. W. Scripps Company (the “Company”) entered into a separation and
distribution agreement with Scripps Networks Interactive, Inc. (“SNI”) that contains the key
provisions relating to the separation of SNI’s business and the distribution of SNI stock to the
Company’s shareholders. The separation and distribution agreement is filed as Exhibit 2.0 hereto.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
1997 Long-Term Incentive Plan
On May 8, 2008, the Board of Directors of the Company approved an amendment to The E. W. Scripps
Company Amended and Restated 1997 Long-Term Incentive Plan to add the following performance metrics
to the list of performance goals under the plan: free cash flow, segment profit, viewer ratings or
impressions, online revenue, online segment profit, website traffic, circulation/readership, market
share, and revenue. The list of performance goals has been expanded to be consistent with the
Company’s business objectives following the proposed spin-off of Scripps Networks Interactive,
Inc., as more fully described in a Form 10 filed with the Securities and Exchange Commission on
March 26, 2008, as amended on May 8, 2008, June 3,
2008, June 6,
2008, and June 11, 2008 (the “Spin-Off”). The amendment does
not increase the number of shares available for delivery under the plan. Holders of our common
voting shares approved the amendment, as required by Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”), at the annual meeting of shareholders held on June 13, 2008.
Executive Annual Incentive Plan
On May 8, 2008, the Board of Directors approved an amendment to The E. W. Scripps Company Executive
Annual Incentive Plan to (i) change its name from the Executive Bonus Plan, (ii) comply with
Section 409A of the Code, and (iii) add the following performance metrics to the list of
performance goals under the plan: free cash flow, segment profit, viewer ratings or impressions,
online revenue, online segment profit, website traffic, circulation/readership, market share, and
revenue. The list of performance goals has been expanded to be consistent with the Company’s
business objectives following the Spin-Off. Holders of our common voting shares approved the
amendment to the list of performance goals, as required by Section 162(m) of the Code, at the
annual meeting of shareholders held on June 13, 2008.
Employee Stock Purchase Plan
On May 8, 2008, the Board of Directors approved an amendment to The E. W. Scripps Company Employee
Stock Purchase Plan to increase the share reserve by 200,000 shares to 800,000 and provide that the
term of the plan will expire on the tenth anniversary of shareholder approval. Holders of our
common voting shares approved the amendment to increase the share reserve, as required by the New
York Stock Exchange listing standards, at the annual meeting of shareholders held on June 13, 2008.
Change in Control Plan
On June 12, 2008, the Board of Directors approved an amendment to the Scripps Senior Executive
Change in Control Plan. The plan (including the “good reason” definition) has been revised to
comply with an exception to Section 409A of the Code, so that severance payments to our top
officers (including our named executive officers) are not subject to the 6-month delay.
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Executive Severance Plan
On June 12, 2008, the Board of Directors approved The E. W. Scripps Company Executive Severance
Plan to provide severance benefits to designated executives upon qualifying terminations of
employment that are not tied to a change in control.
The plan will cover corporate officers and employees at the vice president level and above, as
designated by the compensation committee, including our named executive officers (other than Mr.
Boehne, who is subject to a pre-existing employment agreement). Upon an involuntary termination
without “cause”, the severance benefit equals: (i) a pro-rated annual incentive, based on actual
performance for the entire year, and (ii) a multiple of base salary and target incentive (the
multiple for our named executive officers who participate in the plan is “3.0”). Participants must
sign a release of claims against the Company prior to receiving these severance benefits. Upon a
termination due to death or disability, the severance benefit equals: (i) a pro-rated annual
incentive, based on actual performance for the entire year, and (ii) 12 months of base salary. The
Company may amend or terminate the plan at any time, without notice or participant consent.
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