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): February 19, 2014
_______________________________________________________________________
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________
Commission File Number 1-6227
Delaware (State of Incorporation) | 42-0823980 (I.R.S. Employer Identification No.) |
201 N. Harrison Street, Davenport, Iowa 52801
(Address of Principal Executive Offices)
(563) 383-2100
Registrant’s telephone number, including area code
_____________________________________________________________________________________
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 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders (“Annual Meeting”) of Lee Enterprises, Incorporated (the “Company”) was held on February 19, 2014. Richard R. Cole, Nancy S. Donovan and Leonard J. Elmore were elected as directors for three-year terms expiring at the 2017 annual meeting.
Votes were cast for nominees for director as follows:
For | Withheld | Broker Non-Votes | |
Richard R. Cole | 23,193,451 | 346,738 | 20,024,080 |
Nancy S. Donovan | 23,255,240 | 284,949 | 20,024,080 |
Leonard J. Elmore | 23,170,419 | 369,770 | 20,024,080 |
The stockholders ratified the Audit Committee of the Board of Director’s appointment of KPMG LLP to serve as the independent registered public accounting firm to audit the Company’s financial statements for the 2014 fiscal year, and votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | |
Ratify Selection of KPMG LLP | 42,904,488 | 617,342 | 42,439 | 0 |
The stockholders approved the amendment of the 1996 Stock Plan for Non-Employee Directors (as amended and restated in 2010, the “Non-Employee Directors Stock Plan”), and votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | |
Approval of the amendment of the Non-Employee Directors Stock Plan | 22,425,816 | 886,607 | 227,766 | 20,024,080 |
The stockholders approved the amendment and restatement of the Incentive Compensation Program, and votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | |
Approval of the amendment and restatement of the Incentive Compensation Program | 21,329,020 | 2,001,338 | 209,831 | 20,024,080 |
The stockholders approved, by non-binding vote, the Company’s compensation of its executive officers (the “Say-On-Pay” vote), and votes were cast as follows:
For | Against | Abstain | Broker Non-Votes | |
Approval of Say-On-Pay vote | 22,569,658 | 716,840 | 253,691 | 20,024,080 |
Item 7.01. Regulation FD Disclosure.
On February 19, 2014, the Company issued a news release announcing at its Annual Meeting that it will present a review of its digital news, sales and audience strategies, along with a financial update that included improved cost guidance. The news release noted that the presentation is available at www.lee.net. A copy of the news release is furnished as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
The information provided in this Form 8-K shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits | ||||
99.1 | News Release of Lee Enterprises, Incorporated, dated February 19, 2014 | ||||
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.
LEE ENTERPRISES, INCORPORATED | ||
 | ||
Date: February 19, 2014 | By: | |
Carl G. Schmidt | ||
Vice President, Chief Financial Officer, | ||
and Treasurer | ||
INDEX TO EXHIBITS
Exhibit No. | Description |
99.1 | News Release of Lee Enterprises, Incorporated, dated February 19, 2014 |
201 N. Harrison St.
Davenport, IA 52801
lee.net
NEWS RELEASE
Lee Enterprises outlines digital strategies, improves cost outlook
DAVENPORT, Iowa (February 19, 2014) - At its annual meeting of stockholders today, Lee Enterprises, Incorporated (NYSE: LEE), a major provider of local news, information and advertising in 50 markets, will provide a review of its digital news, sales and audience strategies, along with a financial update that includes improved cost guidance.
The presentation is available at lee.net. It includes remarks by Mary Junck, chairman and chief executive officer; Kevin Mowbray, vice president and chief operating officer; and Carl Schmidt, vice president, chief financial officer and treasurer.
“As we recently reported, Lee is off to a solid start in 2014,” Junck said. “We grew digital revenue and audiences at a double-digit pace, continued to reduce expenses, again posted strong cash flow, reduced our debt further and announced a commitment for a favorable refinancing of our second lien debt. Those reasons reinforce our upbeat outlook.”
Strategies include:
• | Expanded local news and information tailored for each digital platform - desktop and tablet web, mobile web, mobile apps, tablet apps, e-editions and niche apps. |
• | Expanded mobile advertising capabilities, including geo-targeting, and expanded digital marketing services aimed at small and medium-size businesses. |
• | Introduction of full-access subscriptions in 28 markets by September, providing subscribers with a single sign-on to all digital platforms in addition to home delivery of the printed newspaper. |
• | Ongoing business transformation initiatives, including the expansion of regional design centers, now serving 25 newspapers. |
In providing improved cost guidance, Schmidt said 2014 operating expenses, excluding depreciation and amortization, as well as impairment charges in the prior year, are expected to decrease 1.5-2.5%, a change of about $5 million from the prior estimate. This guidance excludes the impact of a circulation-related expense reclassification that will increase both subscription revenue and expenses, but have no impact on operating cash flow or operating income.
Schmidt also reviewed plans for refinancing Lee’s long-term debt. He said that in addition to completing a previously announced agreement for refinancing Lee’s second lien debt to December 2022, the company is focused on refinancing its first lien debt, which matures in December 2015. He said Lee will seek to refinance its first lien debt over the next few months, using a combination of pre-payable and non-pre-payable facilities, with a goal of extending the company’s non-Pulitzer weighted average maturities beyond seven years.
Lee Enterprises is a leading provider of local news and information, and a major platform for advertising, in its markets, with 46 daily newspapers and a joint interest in four others, rapidly growing digital products and nearly 300 specialty publications in 22 states. Lee's newspapers have circulation of 1.2 million daily and 1.6 million Sunday, reaching nearly four million readers in print alone. Lee's websites and mobile and tablet products attracted 25.6 million unique visitors in December 2013. Lee's markets include St. Louis, MO; Lincoln, NE; Madison, WI;
Davenport, IA; Billings, MT; Bloomington, IL; and Tucson, AZ. Lee Common Stock is traded on the New York Stock Exchange under the symbol LEE. For more information about Lee, please visit lee.net.
FORWARD-LOOKING STATEMENTS - The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This news release contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are that the refinancings described herein will not be consummated, or if consummated, the terms will differ substantially from those described herein, and the possibility that the warrants to be granted in conjunction therewith will not be exercised, our ability to generate cash flows and maintain liquidity sufficient to service our debt, comply with or obtain amendments or waivers of the financial covenants contained in our credit facilities, if necessary, and to refinance our debt as it comes due. Other risks and uncertainties include the impact and duration of continuing adverse conditions in certain aspects of the economy affecting our business, changes in advertising demand, potential changes in newsprint and other commodity prices, energy costs, interest rates, labor costs, legislative and regulatory rulings, difficulties in achieving planned expense reductions, maintaining employee and customer relationships, increased capital costs, maintaining our listing status on the NYSE, competition and other risks detailed from time to time in our publicly filed documents. Any statements that are not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “project”, “consider” and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this news release. We do not undertake to publicly update or revise our forward-looking statements.
Contact: dan.hayes@lee.net, (563) 383-2100