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) September 23, 2010
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) |
(IRS 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)) |
Section 5—Corporate Governance and Management
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers, Compensatory Arrangements of Certain Officers |
| Item 5.02(d) | Election of Directors |
On September 23, 2010, Katharine Weymouth was elected to the Board of Directors of The Washington Post Company (the “Company”).
On September 23, 2010, G. Richard Wagoner, Jr. was named to the Audit Committee of the Company. On September 23, 2010, Anne M. Mulcahy was named Chairman of the Compensation Committee of the Company.
Section 8—Other Events
| Item 8.01 | Other Events |
On September 23, 2010, The Washington Post Company issued the press releases attached hereto as Exhibits 99.1 and 99.2.
Section 9—Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| Item 9.01(d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release dated September 23, 2010 | |
| 99.2 | Press Release dated September 23, 2010 | |
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 September 23, 2010 |
||
| /S/ VERONICA DILLON | ||
| (Signature) | ||
| Veronica Dillon | ||
| Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| Exhibit 99.1 | Press Release dated September 23, 2010 | |
| Exhibit 99.2 | Press Release dated September 23, 2010 | |
Exhibit 99.1
The Washington Post Company Declares
Regular Quarterly Dividend;
Announces Stock Repurchase Authorization
WASHINGTON—September 23, 2010—The Washington Post Company (NYSE: WPO) today declared a regular quarterly dividend of $2.25 per share, payable on November 5, 2010, to shareholders of record on October 25, 2010.
The Company also said its Board of Directors today authorized the Company to acquire up to 750,000 shares of its Class B common stock. The Company did not announce a ceiling price or a time limit for the purchases. This authorization includes 16,312 shares that remained under the previous authorization.
There are currently 7,235,962 million Class B common shares outstanding.
# # #
| Contact: |
Rima Calderon | |
| (202) 334-6617 | ||
| calderonr@washpost.com |
Exhibit 99.2
Katharine Weymouth Elected a Director of
The Washington Post Company
WASHINGTON—September 23, 2010—The Washington Post Company (NYSE: WPO) announced today that Katharine Weymouth has been elected to the Board of Directors. Her election increases the Company’s board to 12 members.
Weymouth is chief executive officer of Washington Post Media, a unit of The Washington Post Company that includes The Washington Post, Express and El Tiempo Latino, and publisher of The Washington Post. She was named to both positions in February 2008. She had been vice president of advertising for The Washington Post since January 2005.
Weymouth joined the Post in 1996 as assistant counsel. After two years, she moved to Washingtonpost.Newsweek Interactive (WPNI), then the online publishing subsidiary of The Washington Post Company, as associate counsel. In 2000, Weymouth returned to the newspaper, where she served as the advertising department’s liaison between the Post and WPNI. She became director of the advertising department’s Jobs unit in 2002 and was named director of advertising sales in April 2004.
She earned a BA magna cum laude from Harvard College in 1988 and a JD from Stanford Law School in 1992. Following law school, she clerked on the Ninth Circuit Court of Appeals for one year. She practiced law at Williams & Connolly in Washington, DC, from 1993-1996.
Weymouth is a great-granddaughter of Eugene Meyer, who bought The Washington Post in 1933. She lives in Washington, DC, with her three children.
# # #
Press Contact:
Rima Calderon
(202) 334-6617
calderonr@washpost.com