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): July 1, 2009
(Exact
name of registrant as specified in its charter)
|
DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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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:
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 Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Departure
of Lynn Dickerson
On July
2, 2009, The McClatchy Company (the “Company”) announced that one of its three
Vice President, Operations positions, which position is currently held by Lynn
Dickerson, will be eliminated effective July 17,
2009. Accordingly, Ms. Dickerson will terminate employment with the
Company effective July 17, 2009. A copy of the press release
announcing the elimination of Ms. Dickerson’s position is attached hereto as
Exhibit 99.1.
(e) Separation
Agreement for Ms. Dickerson
The
Company is in the process of finalizing a separation agreement with Ms.
Dickerson (the “Separation Agreement”), which will provide for her termination
of employment and resignation from all offices and other positions that she
currently holds with the Company. The Company expects to enter into
the Separation Agreement on or about the effective date of Ms. Dickerson’s
termination and resignation and to file a copy of
the final Separation Agreement with its next Quarterly Report on Form
10-Q. The summary of the material terms of the Separation Agreement
is qualified in its entirety by reference to the text of the final Separation
Agreement.
Under the
Separation Agreement and subject to the terms and conditions set forth therein,
effective July 17, 2009, Ms. Dickerson is resigning from all offices and other
positions that she holds with the Company and her employment with the Company
will terminate on such date. In connection with such termination, Ms.
Dickerson will be entitled to the following severance payments and
benefits:
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i.
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Subject
to executing a waiver and release of claims agreement in favor of the
Company, a lump sum severance payment equal to $690,000;
and
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ii.
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If
Ms. Dickerson elects health care continuation coverage under COBRA, for
one year following the effective date of her termination (or, if earlier,
the date Ms. Dickerson terminates her COBRA coverage), the Company will
pay Ms. Dickerson’s COBRA premiums for group health insurance
coverage.
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A copy of
the press release dated July 2, 2009 announcing the departure of Ms. Dickerson
is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Item
9.01 Financial
Statements and Exhibits.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
Exhibit
No. Description
99.1 Press
release dated July 2, 2009
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, thereunto
duly authorized.
Date:
July 2,
2009 The McClatchy
Company
/s/Patrick
J. Talamantes
By:
Patrick J. Talamantes
Vice
President and Chief Financial Officer
EXHIBIT
INDEX
Exhibit
No. Description
99.1 Press
release dated July 2, 2009