UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 11, 2008
THE WASHINGTON POST COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-6714 | 53-0182885 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 1150 15th Street, N.W. Washington, D.C. |
20071 | |
| (Address of principal executive offices) | (Zip Code) |
(202) 334-6000
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) On June 11, 2008, The Washington Post Company (the Company) announced that Hal S. Jones has been named to succeed John B. Morse, Jr. as senior vice president–finance and chief financial officer, effective upon Mr. Morse’s retirement. Mr. Jones, 55, has most recently been chief executive officer of Kaplan Professional, responsible for Kaplan’s professional businesses in financial services, real estate, technology and engineering in the United States and the United Kingdom. Kaplan, Inc. is the education subsidiary of The Washington Post Company. Mr. Jones has spent nearly 19 years at The Washington Post Company and Kaplan, serving in a variety of senior management positions with a focus on finance, auditing and accounting. Prior to joining Kaplan Professional, Mr. Jones served as chief financial officer of Kaplan, Inc. from 1997 to 2000 and chief operating officer of Kaplan International, based in London, from 2003 to 2007.
Mr. Jones’ compensation will include the following: (i) an annual base salary of $600,000 and (ii) eligibility for an annual bonus targeted at 50% of his annual base salary. Mr. Jones was granted 150 shares of restricted stock which will vest on January 3, 2011; 2,000 stock options which will vest 25% over four years and expire at the end of 10 years; and 3,000 performance units for the 2007-2010 cycle. Mr. Jones will continue to participate in the Supplemental Executive Retirement Plan and the Deferred Compensation Plan.
The Company also announced on June 11, 2008 that Wallace R. Cooney has been named vice president-finance and chief accounting officer, effective immediately. Mr. Cooney, 45, has served as controller of the Company since 2001. Mr. Cooney will continue to participate in the Company’s annual bonus, restricted stock, stock option and performance unit incentive compensation programs.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit 99.1 | The Washington Post Company Press Release dated June 11, 2008. | |
SIGNATURE
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 Washington Post Company (Registrant) | ||||||
| Date June 11, 2008 | /s/ Veronica Dillon | |||||
| Veronica Dillon | ||||||
| Senior Vice President, Secretary and General Counsel | ||||||
Exhibit Index
| Exhibit 99.1 | The Washington Post Company Press Release dated June 11, 2008. | |
Exhibit 99.1
Hal S. Jones Named Chief Financial Officer of
The Washington Post Company
Wallace R. Cooney Named Chief Accounting Officer
WASHINGTON – June 11, 2008 – Hal S. Jones has been named to succeed John B. Morse, Jr. as senior vice president–finance and chief financial officer of The Washington Post Company (NYSE: WPO). As previously announced, Morse will retire at the end of 2008. Effective immediately, Wallace R. Cooney has been named vice president–finance and chief accounting officer of The Washington Post Company.
Jones, 55, has most recently been chief executive officer of Kaplan Professional, responsible for Kaplan’s professional businesses in financial services, real estate, technology and engineering in the United States and the United Kingdom. Jim Rosenthal, former president of New Line Television and Consumer Products, has been named to succeed Jones. Kaplan, Inc. is the education subsidiary of The Washington Post Company.
Jones has spent nearly 19 years at The Washington Post Company and Kaplan, serving in a variety of senior management positions with a focus on finance, auditing and accounting. In addition, Jones spearheaded and oversaw numerous highly successful mergers and acquisitions. Prior to joining Kaplan Professional, Jones served as chief financial officer of Kaplan, Inc. from 1997 to 2000 and chief operating officer of Kaplan International, based in London, from 2003 to 2007.
Previously, Jones, a certified public accountant, spent 13 years at Price Waterhouse (now PricewaterhouseCoopers) in assurance services, where he audited education, healthcare and media clients.
He earned his MBA from the University of Chicago and his undergraduate degree in political science from the University of Washington.
“Hal has a tremendous breadth of experience in many parts of The Post Company, both domestically and internationally, that will serve us well as our Company continues to expand and diversify,” said Donald E. Graham, chairman and chief executive officer of The Washington Post Company.
Wallace R. Cooney joined The Washington Post Company in 2001 as controller. From 1997 to 2001, he was director of consolidation accounting and financial reporting at Gannett Co., Inc. He began his career with Price Waterhouse in 1985, serving three years
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in The Hague, The Netherlands, from 1991 to 1994 and as a senior manager from 1994 to 1997.
Cooney, 45, graduated from Lafayette College in 1985, cum laude and Phi Beta Kappa, with a BA in economics and business. He is a certified public accountant and a member of the American Institute of Certified Public Accountants (AICPA), Financial Executives International (FEI) and International Newspaper Financial Executives (INFE).
“In his role as controller of the Company, Wally has demonstrated a superb understanding of the complex technical accounting issues that we, like all other companies, are dealing with,” said chairman and chief executive Donald E. Graham.
About The Washington Post Company (www.washpostco.com)
The Washington Post Company (NYSE: WPO) is a diversified education and media company whose principal operations include educational and career services, newspaper and magazine publishing, television broadcasting, cable television systems and electronic information services. The Company owns The Washington Post; Washingtonpost.Newsweek Interactive (WPNI), the online publishing subsidiary whose flagship products include washingtonpost.com, Newsweek.com, Slate, BudgetTravel.com, Sprig.com and TheRoot.com; Express; El Tiempo Latino; The Gazette and Southern Maryland Newspapers; The Herald (Everett, WA); Newsweek magazine; Post-Newsweek Stations (Detroit, Houston, Miami, Orlando, San Antonio and Jacksonville); Cable ONE, serving subscribers in midwestern, western and southern states; and CourseAdvisor, an online lead generation provider.
The Company also owns Kaplan, Inc., a leading global provider of educational services to individuals, schools and businesses, serving over one million students with operations in more than 30 countries. Its international programs include higher education, test preparation, language instruction and professional training.
The Company has ownership interests in the Los Angeles Times-Washington Post News Service and Bowater Mersey Paper Company.
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Contact:
Rima Calderon
202/334-6617
calderonr@washpost.com
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