false000083242800008324282021-03-262021-03-26
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) March 26, 2021
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Ohio | | 001-10701 | | 31-1223339 |
(State or other jurisdiction of
incorporation) | | (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):
| | | | | |
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act.
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Class A Common Stock, par value $0.01 per share | SSP | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).
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. ☐
THE E.W. SCRIPPS COMPANY
INDEX TO CURRENT REPORT ON FORM 8-K
| | | | | | | | |
| Item No. | | Page |
| | |
| 8.01 | Other Events | 3 |
| | |
| 9.01 | Financial Statements and Exhibits | 3 |
Item 8.01 Other Events
On March 26, 2021, the Company entered into the Second Amended and Restated Scripps Family Agreement (the “Second A&R Agreement”), together with the descendants of Edward Willis Scripps who are parties thereto.
Among other changes to the prior family agreement, the provisions governing the voting of Common Voting Shares of the Company owned by such descendants were extended for a period of ten years commencing on October 18, 2022.
A copy of the Second A&R Agreement is attached as an exhibit herewith.
Item 9.01 Financial Statements and Exhibits
| | | | | | | | |
Exhibit
Number | | Description of Item |
| | |
| | Second Amended and Restated Scripps Family Agreement (the "Second A&R Agreement") |
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/ Daniel W. Perschke |
| | Daniel W. Perschke |
| | Vice President, Controller |
| | (Principal Accounting Officer) |
Dated: April 1, 2021