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: October 2, 2017
(Date of earliest event reported)
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio | 0-16914 | 31-1223339 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
312 Walnut Street Cincinnati, Ohio | 45202 | |||
(Address of principal executive offices) | (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)) |
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
Item No. | Page | |
5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3 |
9.01 | Financial Statements and Exhibits | 4 |
2
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The E.W. Scripps Company (the “Company” or “Scripps”) today announced that it launched a search for a new chief financial officer following the October 2, 2017 departure of Timothy M. Wesolowski, who served as Executive Vice President and Chief Financial Officer of the Company since August 2011. On October 2, 2017, Lisa Knutson was appointed Executive Vice President and Chief Financial Officer (the “Interim CFO”) of the Company, to serve until a permanent chief financial officer is appointed. The Company intends to enter into a separation agreement with Mr. Wesolowski to reflect his entitlement to certain benefits under the Company’s Amended and Restated Executive Severance Plan.
Ms. Knutson, 51, joined Scripps in 2005 and held a variety of roles before taking over the role of Executive Vice President and Chief Strategy Officer. Prior to 2017, Ms. Knutson served as Senior Vice President/Chief Administrative Officer of human resources, where she managed company-wide functions including human resources, information technology, outsourcing governance, project management, corporate communications and The Scripps National Spelling Bee. She also served as the Senior Vice President of human resources where she focused on strategic oversight of all aspects of human resources, including organizational design, performance and succession management, learning and development, compensation, benefits, employee relations, human resources operations and change management. Prior to coming to Scripps in 2005, she had worked most of her career at Fifth Third Bank and at Arthur Anderson, where she developed and oversaw an operating and sales budget for a $105 million multi-office practice and human resources and staffing across nine locations. Ms. Knutson is a Certified Public Accountant and has a bachelor’s degree in accountancy from Miami University.
Ms. Knutson serves as a corporate director for WesBanco, Inc. (WSBC) Wheeling, West Virginia, and is a member of the compensation committee. She also serves on the board of the Cincinnati Regional Chamber and is a member of its Executive Committee.
Mr. Wesolowski’s departure is not related to financial disclosures, accounting practices or legal matters. There is no arrangement or understanding between Ms. Knutson and any other person pursuant to which she was selected as an officer of the Company and there are no family relationships between Ms. Knutson and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Ms. Knutson has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
On October 3, 2017, the Company issued a press release announcing certain of the matters set forth above. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
Exhibit Number | Description of Item | |
99.1 | ||
3
SIGNATURES
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.
THE E.W. SCRIPPS COMPANY | ||
BY: | /s/ Douglas F. Lyons | |
Douglas F. Lyons | ||
Vice President and Controller | ||
(Principal Accounting Officer) | ||
Dated: October 6, 2017
4
Exhibit 99.1
Scripps announces change in CFO role
For immediate release | ||
October 3, 2017 | ||
CINCINNATI - The E.W. Scripps Company (NYSE: SSP) will launch a search for a new chief financial officer after the departure this week of Executive Vice President and CFO Tim Wesolowski.
Scripps Chief Strategy Officer Lisa Knutson will serve as CFO in the interim.
Wesolowski had served as CFO since September 2011, overseeing the company's accounting, finance, treasury, tax, procurement and risk management functions. His departure is not related to financial disclosures, accounting practices or legal matters.
"During his first week with Scripps, Tim arranged financing for our acquisition of nine McGraw Hill stations, and since then he has helped lead us through the purchase of Granite TV stations, the country’s first double-spin, double-merge transaction with the former Journal Communications that divested us of newspapers, a $400 million debt offering, and the acquisitions of Newsy, Midroll, Cracked and most recently the four Katz multicast networks," said Scripps President and CEO Adam Symson. "Tim’s expertise and business acumen have been instrumental in strengthening our company’s financial foundation, and we greatly appreciate his service."
Knutson, who has deep experience in finance, accounting and human resources, was recently promoted to chief strategy officer, taking on corporate development. She had served as chief administrative officer and retains those responsibilities: leading enterprise-wide strategic planning, consumer insights, human resources, information technology and corporate communications/investor relations. Prior to coming to Scripps in 2005, she had worked most of her career at Fifth Third Bank and at Arthur Anderson, where she developed and oversaw an operating and sales budget for a $105 million multi-office practice and human resources and staffing across nine locations. A Certified Public Accountant, she has a bachelor’s in accountancy from Miami University.
About Scripps
The E.W. Scripps Company (NYSE: SSP) serves audiences and businesses through a growing portfolio of television, radio and digital media brands. With 33 television stations, Scripps is one of the nation’s largest independent TV station owners. Scripps runs an expanding collection of local and national digital journalism and content businesses, including Newsy, the next-generation national news network; podcast industry leader Midroll Media; and fast-growing national broadcast networks Bounce, Grit, Escape and Laff. Scripps produces original programming including Pickler & Ben, runs an award-winning investigative reporting newsroom in Washington, D.C., and is the longtime steward of the Scripps National Spelling Bee. Founded in 1878, Scripps has held for decades to the motto, Give light and the people will find their own way.
Contact:
Carolyn Micheli, The E.W. Scripps Company, 513-977-3732, Carolyn.micheli@scripps.com