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): July 23, 2008
(Exact
name of registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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52-2080478
(I.R.S.
Employer
Identification
No.)
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2100
Q Street
Sacramento,
CA 95816
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code (916) 321-1846
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:
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Written
communications pursuant to Rule 425 under the Securities Act (l7 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (l7 CFR
240-14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (l7 CFR
240.13e-4(c))
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Item 5.03
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
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On
July 23, 2008, the Board of Directors of The McClatchy Company (the
“Company”) approved an amendment and restatement to the Company’s Bylaws,
which changes are effective as of July 23, 2008. The amendment
revises Article V of the Bylaws. In addition to certain changes
to clarify the intent of various sections of Article V, the principal
features of the amendments are as follows:
Advance
Notice Bylaws
Section
V.8 (Nominations and Proposals of Business for Stockholder Consideration)
and Section V.9 (Advance Notice of Shareholder Proposals and Director
Nominees) require Class A stockholders intending to make a director
nomination or bring other business at an annual meeting of stockholder to
have provided the Company advance written notice of such nominations or
business, generally between 90 and 120 days before the stockholder
meeting.
The
amended and restated Bylaws (i) explicitly provide that the Bylaws apply
to all Class A stockholders nominations and proposals of business and are
the exclusive means for a Class A stockholder to submit such business,
other than proposals governed by Rule 14a-8 of the federal proxy rules
(which provides its own procedural requirements); (ii) explicitly provide
that an adjournment or postponement of an annual meeting does not commence
a new time period for giving notice of Class A stockholder nominations or
proposals of business; and (iii) set forth the specific requirements as to
the form of notice required to be submitted by Class A stockholders for
nominations or proposals of business, including requiring disclosure
regarding the Class A stockholders making such proposals or nominations to
include, among other things, all ownership interests, hedges, economic
incentives (including synthetic or temporary stock ownership) and rights
to vote any shares of any Class A common stock of the
Company.
The
foregoing description of the amended and restated bylaws is only a summary
and does not purport to be complete and is qualified in its entirety by
reference to the amended and restated Bylaws. The amended and
restated Bylaws, and a copy marked to show changes from the prior Bylaws,
are included as Exhibits 3.2(i) and 3.2(ii), respectively, to this Current
Report on Form 8-K, and are incorporated herein by
reference.
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Item
9.01.
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Financial
Statements and Exhibits
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(c)
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Exhibits
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Exhibit
3.2
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The
McClatchy Company Bylaws, as amended and restated effective July 23,
2008.
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SIGNATURES
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July
28, 2008
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The
McClatchy Company
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By:
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/s/
Patrick J. Talamantes
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Patrick
J. Talamantes
Vice
President and Chief Financial
Officer
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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.