Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Scripps Networks Interactive, Inc. | d356484dex991.htm |
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 and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2012
SCRIPPS NETWORKS INTERACTIVE, INC.
(Exact name of Registrant as specified in its charter)
| Ohio | 1-34004 | 61-1551890 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 9721 Sherrill Boulevard Knoxville, Tennessee | 37932 | |||
| (Address of principal executive offices) | (Zip code) | |||
(865) 694-2700
(Registrant’s telephone number including area code)
Not applicable
(Former name and 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:
| ¨ | 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. |
Scripps Networks Interactive, Inc. (the “Company”) recently announced that Richelle Parham had been appointed to the Board of Directors (“Board”) effective May 16, 2012. Ms. Parham was also appointed to the Board’s Audit Committee. In connection with Ms. Parham’s service to the Company as a director, she is entitled to receive an annual cash retainer for her board and committee service as well as stock option and restricted stock unit grants in the Company’s Class A common stock. The stock grants are pursuant to the Company’s Long-Term Incentive Plan which has been previously filed with the SEC.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its Annual Meeting of Shareholders on May 15, 2012. Of the 119,246,439 shares of Class A Common stock outstanding and entitled to vote, 102,766,033 shares were represented, constituting a quorum. The certified results of the matters voted upon at the meeting, which are more fully described in our proxy statement, are as follows:
| Authority | Broker | |||||||||||
| Description of Matters Submitted |
In Favor | Withheld | Non-Votes | |||||||||
| 1. Election of Directors: |
||||||||||||
| Class A Common Shares: |
||||||||||||
| David A. Galloway |
81,459,776 | 18,548,618 | 2,757,639 | |||||||||
| Nicholas B. Paumgarten |
99,928,922 | 79,472 | 2,757,639 | |||||||||
| Jeffrey Sagansky |
99,135,784 | 872,610 | 2,757,639 | |||||||||
| Ronald W. Tysoe |
67,993,493 | 32,014,901 | 2,757,639 | |||||||||
| Common Voting Shares: |
||||||||||||
| Gina L. Bianchini |
34,214,933 | — | — | |||||||||
| John H. Burlingame |
34,214,933 | — | — | |||||||||
| Michael R. Costa |
34,214,933 | — | — | |||||||||
| Kenneth W. Lowe |
34,214,933 | — | — | |||||||||
| Jarl Mohn |
34,214,933 | — | — | |||||||||
| Mary McCabe Peirce |
34,214,933 | — | — | |||||||||
| Dale C. Pond |
34,214,933 | — | — | |||||||||
| Nackey E. Scagliotti |
34,214,933 | — | — | |||||||||
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press release dated May 16, 2012. | |
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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.
| SCRIPPS NETWORKS INTERACTIVE, INC. | ||||
| Date: May 21, 2012 | By: | /s/ Joseph G. NeCastro | ||
| Joseph G. NeCastro | ||||
| Chief Administrative Officer and Chief Financial Officer | ||||
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