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 3, 2016

 

SCRIPPS NETWORKS INTERACTIVE, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Ohio

1-34004

61-1551890

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

9721 Sherrill Boulevard

Knoxville, Tennessee

 

37932

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (865) 694-2700

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 (see General Instructions A.2. below):

¨

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 

 

On February 8, 2016, Scripps Networks Interactive, Inc. (the “Company”), announced that Joseph G. NeCastro, Chief Development Officer (“CDO”) of the Company, is retiring as an officer and employee of the Company. In connection with Mr. NeCastro’s retirement, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. NeCastro, dated February 5, 2016, pursuant to which, among other things, the Company will pay Mr. NeCastro the separation benefits due under his employment agreement and the Company’s Executive Severance Plan.  Further, the Company will accelerate the vesting of outstanding and unvested equity awards under the applicable Company equity plans pursuant to the terms of the Separation Agreement. The Separation Agreement also provides that the annual incentive payment that would have been payable to Mr. NeCastro for 2015 will be paid to him based on actual performance for the year, without pro ration, and that the annual incentive payment that would have been payable to Mr. NeCastro for 2016 will be paid to him in accordance with the Company’s Executive Severance Plan with pro ration. The Separation Agreement further provides a release of claims in favor of the Company and provides that his retirement will become effective on February 15, 2016. Further, the Company will enter into a consulting agreement with Mr. NeCastro (the “Consulting Agreement”) under which he will provide consulting services to the Company from February 16, 2016 through December 31, 2016.

 

Item 7.01.Regulation FD Disclosure

 

On February 8, 2016, the Company issued a press release announcing the retirement of Mr. NeCastro as described in Item 5.02 above, a copy of which is attached at Exhibit 99.1 hereto, and is incorporated herein by reference.

 

Pursuant to the rules and regulations of the Securities and Exchange Commission, the information in this Item 7.01 disclosure, including Exhibit 99.1 and information set forth therein, is deemed to have been furnished and shall not be deemed to be “filed” under the Securities Exchange Act of 1934.

 

Item 9.01.Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit

Number

 

Description

99.1

 

Press Release dated February 8, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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.

 

 

 

SCRIPPS NETWORKS INTERACTIVE, INC.

 

 

 

 

Date: February 8, 2016

 

By:

/s/ Lori A. Hickok

 

 

 

Lori A. Hickok

 

 

 

Executive Vice President and Chief Financial Officer

 

 


Exhibit Index

 

Exhibit

Number

 

Description

99.1

 

Press Release dated February 8, 2016

 

 

 

 

 

 

 

 

 

 



Exhibit 99.1

NeCastro to retire from Scripps Networks Interactive

KNOXVILLE, Tenn. [For Immediate Release – February 8, 2016]

 

Joseph G. NeCastro is retiring from Scripps Networks Interactive, after thirteen years with the Scripps group of media companies during which he has served as Chief Financial & Administrative Officer and Chief Development Officer.

NeCastro most recently led the successful acquisition of TVN, the leading multi-platform Polish media company, which was bought by Scripps Networks Interactive last year. He was instrumental in establishing the company’s commercial joint venture in the United Kingdom with BBC Worldwide through the acquisition of the company’s 50 percent stake in UKTV in 2011, and also led Scripps Networks’ investment in businesses such as Tastemade, Food52 and Refinery29.

The company’s international division, headed by President of Scripps Networks International Jim Samples, will now report directly to Kenneth W. Lowe, Chairman, President and CEO of Scripps Networks Interactive. Samples also will be appointed to succeed NeCastro as Chairman of the board of TVN.

Mark Hale, Executive Vice President, Global Operations and Chief Technology Officer, will also report to Lowe, while Scripps Networks’ corporate development and early stage investment strategy will continue to be headed by Julie Yoo, Senior Vice President of Corporate Development. Yoo will report to Chief Financial Officer Lori Hickok.

NeCastro will advise Scripps Networks Interactive as a consultant to its international division, as the business pursues its growth strategy through acquisitions and the rollout of existing networks on a global basis.

“Joe NeCastro is a world-class corporate finance and development executive who has been one of the key forces behind the company’s rapid growth into new global markets,” said Lowe. “Our business has undergone transformational international growth over recent years, and has taken its place as the world’s leading lifestyle media company. Joe has helped create tremendous value for the company and its shareholders during his time here, and we are well positioned to build on the achievements of the team over the coming years.”

NeCastro joined the Scripps media companies in 2002 as Chief Financial Officer for The E. W. Scripps Company, the former parent for Scripps Networks Interactive. He was named Chief Financial and Administrative Officer for Scripps Networks when it was spun out from The E. W. Scripps Company in 2008 as an independent, publicly traded company. NeCastro was instrumental in designing and overseeing the transaction that resulted in the spin off. He was named Chief Development Officer in February 2015.


Exhibit 99.1

Prior to joining Scripps, NeCastro served as Chief Financial Officer for Penton Media, Inc., where he played a leading role in the execution of Penton's spin-off and initial stock offering, as well as more than 20 acquisitions. He previously held senior financial positions at Reader's Digest, and U.S. News & World Report.

NeCastro also serves on the board of trustees of Mercyhurst University.

About Scripps Networks Interactive

Scripps Networks Interactive (NYSE: SNI) is one of the leading developers of engaging lifestyle content in the home, food and travel categories for television, the Internet and emerging platforms. The company's lifestyle media portfolio comprises popular television and Internet brands HGTV, DIY Network, Food Network, Cooking Channel, Travel Channel and Great American Country, which collectively engage more than 190 million U.S. consumers each month. International operations include TVN, Poland’s premier multi-platform media company; UKTV, an independent commercial joint venture with BBC Worldwide; Asian Food Channel, the first pan-regional TV food network in Asia; and lifestyle channel Fine Living. The company’s global networks and websites reach millions of consumers across North and South America, Asia, Europe, the Middle East and Africa. Scripps Networks Interactive is headquartered in Knoxville, Tenn. For more information, please visit scrippsnetworksinteractive.com.

 

# # #

 

Contact:  Scripps Networks Interactive

Investors: Mike Gallentine, 865-560-4473, mgallentine@scrippsnetworks.com

Media: Dylan Jones, 865-560-5068, DJones@scrippsnetworks.com

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