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TRIBUNE PUBLISHING COMPANY

(TPCO)
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TRIBUNE PUBLISHING CO : Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

05/24/2021 | 06:04am EDT

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2021, Tribune Publishing Company, a Delaware corporation ("Tribune"), convened a special meeting of stockholders (the "Special Meeting") to consider and vote upon certain proposals related to the Agreement and Plan of Merger, dated as of February 16, 2021, as it may be amended from time to time (the "Merger Agreement"), by and among Tribune, Tribune Enterprises, LLC ("Parent") and Tribune Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Tribune, with Tribune continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger"). As a result of the Merger, Tribune will no longer be publicly held. Tribune's common stock will be delisted from NASDAQ and deregistered under the Securities Exchange Act of 1934, as amended.

There were 36,951,571 shares of Tribune's common stock issued and outstanding as of April 15, 2021, the record date for the Special Meeting (the "Record Date"). At the Special Meeting, the holders of 33,448,035 shares of Tribune's common stock were present via webcast or represented by proxy, representing approximately 90.52% of the total outstanding shares of Tribune's common stock as of the Record Date, which constituted a quorum. Holders of approximately 81.28% of shares of Tribune's common stock (other than shares "owned" by Parent or Merger Sub and their "affiliates" and "associates" (as each such term is defined in Section 203 of the DGCL)) outstanding (the "Non-Alden Shares") voted to approve the Merger Agreement. Holders of approximately 87.13% of all outstanding shares of Tribune's common stock (including shares "owned" by Parent or Merger Sub and their "affiliates" and "associates" (as each such term is defined in Section 203 of the DGCL)), constituting a majority in voting power of the outstanding shares of Tribune's common stock entitled to vote on such matter, also voted to approve the Merger Agreement.

At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Tribune with the Securities and Exchange Commission on April 20, 2021):

Proposal 1 - The Merger Proposal: To adopt the Merger Agreement (the "Merger Proposal").

Proposal 2- The Merger Compensation Proposal: To approve, on an advisory (non-binding) basis, certain compensation arrangements for Tribune's named executive officers in connection with the Merger.

Proposal 3- The Adjournment Proposal: To approve the adjournment of the Special Meeting from time to time, if necessary, to continue to solicit votes for Proposal 1, the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Tribune's stockholders approved Proposal 1.

A summary of the voting results for each proposal is set forth below.

Proposal No. 1 - Merger Proposal



NON-ALDEN SHARES



Votes For    Votes Against   Abstentions
20,641,943     1,189,901       61,885




ALL SHARES



Votes For    Votes Against   Abstentions
32,196,249     1,189,901       61,855



Proposal No. 2 - Merger Compensation Proposal



Votes For    Votes Against   Abstentions
30,435,477     2,970,437       42,121



Proposal No. 3 - Adjournment Proposal



Votes For    Votes Against   Abstentions
31,885,092     1,470,059       92,884


Item 8.01. Other Events.


On May 21, 2021, Tribune issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.



Exhibit No.   Exhibit
99.1            Press Release dated May 21, 2021.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document).

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Financials (USD)
Sales 2020 746 M - -
Net income 2020 -39,0 M - -
Net cash 2020 25,8 M - -
P/E ratio 2020 -11,8x
Yield 2020 1,96%
Capitalization 636 M 636 M -
EV / Sales 2019 0,58x
EV / Sales 2020 0,59x
Nbr of Employees 2 865
Free-Float 95,0%
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Heath Bradford Freeman President & Director
Michael Norman Lavey Chief Financial & Accounting Officer, Controller
R. Joseph Fuchs Director
Joshua P. Kleban Director
Michael J. Monticciolo Director
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