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 18, 2015
_______________________________________________________________________
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________
Commission File Number 1-6227
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Delaware
(State of Incorporation)
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42-0823980
(I.R.S. Employer Identification No.)
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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 18, 2015. Brent Magid, William E. Mayer and Gregory P. Schermer were elected as directors for three-year terms expiring at the 2018 annual meeting, and Mark B. Vittert was elected as director for a one-year term expiring at the 2016 annual meeting.
Votes were cast for nominees for director as follows:
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For
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Withheld
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Broker Non-Votes
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|
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Brent Magid
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29,454,856
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2,817,061
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14,043,240
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William E. Mayer
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28,883,390
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3,388,527
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14,043,240
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Gregory P. Schermer
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30,600,484
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1,671,433
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14,043,240
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Mark B. Vittert
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28,933,347
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3,278,570
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14,043,240
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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 2015 fiscal year, and votes were cast as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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|
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Ratify Selection of KPMG LLP
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45,923,442
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102,622
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289,093
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0
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The stockholders approved the amendments to the Amended and Restated 1990 Long-Term Incentive Plan (as amended, the “Long-Term Incentive Plan”), and votes were cast as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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|
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Approval of the amendments to the Long-Term Incentive Plan
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18,925,768
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13,042,011
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304,138
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14,043,240
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Item 7.01. Regulation FD Disclosure.
On February 18, 2015, the Company issued a news release announcing at its Annual Meeting that it will present a review of its digital sales and audience strategies, along with a financial update. 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibits
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99.1
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News Release of Lee Enterprises, Incorporated, dated February 18, 2015
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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.
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LEE ENTERPRISES, INCORPORATED
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 |
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Date: February 19, 2015
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By:
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Carl G. Schmidt
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Vice President, Chief Financial Officer,
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and Treasurer
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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99.1
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News Release of Lee Enterprises, Incorporated, dated February 18, 2015
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Exhibit 99.1 - News Release of Lee Enterprises, Incorporated dated February 18, 2015
201 N. Harrison St.
Davenport, IA 52801
lee.net
NEWS RELEASE
Lee outlines digital strategies
DAVENPORT, Iowa (February 18, 2015) — 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 sales and audience strategies, along with a financial update.
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 strong start in 2015,” Junck said. “We grew digital revenue at a double-digit pace, continued to reduce expenses, again posted strong cash flow, and reduced our debt further. Those reasons position us well for the future.”
ABOUT LEE
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 1.1 million daily and 1.5 million Sunday, reaching over three million readers in print alone. Lee's websites and mobile and tablet products attracted 27.6 million unique visitors in December 2014. 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 www.lee.net.
FORWARD-LOOKING STATEMENTS — The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This 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:
• Our ability to generate cash flows and maintain liquidity sufficient to service our debt;
• Our ability to comply with the financial covenants in our credit facilities;
• Our ability to refinance our debt as it comes due;
• That the warrants issued in our refinancing will not be exercised
• The impact and duration of adverse conditions in certain aspects of the economy affecting our business;
• Changes in advertising demand;
• Potential changes in newsprint, other commodities and energy costs;
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• Interest rates;
• Labor costs;
• Legislative and regulatory rulings;
• Our ability to achieve planned expense reductions;
• Our ability to maintain employee and customer relationships;
• Our ability to manage increased capital costs;
• Our ability to maintain 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”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” 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 release. We do not undertake to publicly update or revise our forward-looking statements, except as required by law.
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