Attached files
| file | filename |
|---|---|
| EX-3.2 - EX-3.2 - TRIBUNE MEDIA CO | d484029dex32.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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2017 (October 26, 2017)
TRIBUNE MEDIA COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-08572 | 36-1880355 | ||
| (State or other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification Number) |
| 515 N. State Street, Suite 2400, Chicago, Illinois | 60654 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (646) 563-8296
| 435 North Michigan Avenue, Chicago, Illinois | 60611 | |
| (Address of principal executive offices) | (Zip Code) |
(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):
| ☐ | 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)) |
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On October 26, 2017, Bruce Karsh, Chairman of the Board of Directors (the “Board”) of Tribune Media Company (the “Company”), notified the Company of his decision to resign from his positions as Chairman of the Board and member of the Board, effective immediately. Prior to his resignation, Mr. Karsh also served on the Compensation Committee and the Nominating and Corporate Governance Committee of the Board.
| Item 5.03 | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On October 26, 2017, following the resignation of Mr. Karsh, the Board amended Article III, Section 3.03 of the Company’s Amended and Restated Bylaws (the “Bylaws”) to decrease the minimum number of directors on the Board from seven to five. The foregoing description of the amendment to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Company’s Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.2 | Amended and Restated Bylaws of Tribune Media Company. | |
SIGNATURE
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.
| Date: October 31, 2017 | Tribune Media Company | |||||
| By: | /s/ Edward P. Lazarus | |||||
| Edward P. Lazarus | ||||||
| Executive Vice President, General Counsel, Chief Strategy Officer and Corporate Secretary | ||||||