DEF 14A
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the
Registrant þ
Filed by a Party other than the
Registrant o
Check the appropriate box:
o Preliminary
Proxy Statement
o Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
þ Definitive
Proxy Statement
o Definitive
Additional Materials
o Soliciting
Material Pursuant to
Rule 240.14a-12
GateHouse Media, Inc.
(Name of Registrant as Specified in
its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act
Rules 14a-6(i)(1)
and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act
Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):a
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act
Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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To Our Stockholders:
I am pleased to invite you to attend the annual meeting of
stockholders of GateHouse Media, Inc. to be held on May 21,
2009 at 9:00 a.m., in the Board Room at GateHouse Media,
Inc., located at 350 WillowBrook Office Park, Fairport, New York
14450.
Details regarding admission to the meeting and the business to
be conducted are more fully described in the accompanying Notice
of Annual Meeting and Proxy Statement.
Your vote is important. Whether or not you plan to attend the
annual meeting, we hope you will vote as soon as possible. You
may vote by telephone or by mailing a proxy or voting
instruction card in the provided pre-addressed envelope. Voting
by phone or by written proxy will ensure your representation at
the annual meeting regardless of whether you attend in person.
Please review the instructions on the proxy or voting
instruction card regarding each of these voting options.
Thank you for your support and interest in GateHouse Media, Inc.
Sincerely,
Michael E. Reed
Chief Executive Officer
2009
ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF
ANNUAL MEETING AND PROXY STATEMENT
TABLE OF
CONTENTS
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GATEHOUSE
MEDIA, INC.
350 WillowBrook Office Park
Fairport, New York 14450
(585) 598-0030
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
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Time and Date |
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9:00 a.m. on May 21, 2009 |
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Place |
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Board Room at GateHouse Media, Inc., located at
350 WillowBrook Office Park, Fairport, New York 14450. |
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Items of Business |
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(a) To elect two Class III directors.
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(b) To consider and act upon a proposal to ratify the
appointment of Ernst & Young LLP as our independent
registered public accounting firm for the fiscal year ending
December 31, 2009.
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(c) To consider and act upon such other business as may
properly come before the meeting.
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Adjournments and Postponements |
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Any action on the items of business described above may be
considered at the annual meeting at the time and date specified
above or at any time and date to which the annual meeting may be
properly adjourned or postponed. |
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Record Date |
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You are entitled to vote only if you were a GateHouse Media,
Inc. stockholder as of the close of business on March 23,
2009. |
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Meeting Admission |
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You are entitled to attend the annual meeting only if you were a
GateHouse Media, Inc. stockholder as of the close of business on
March 23, 2009 or hold a valid proxy for the annual
meeting. You should be prepared to present photo identification
for admittance. In addition, if you are a stockholder of record
or hold your shares through the GateHouse Media, Inc. Omnibus
Stock Incentive Plan, your ownership as of the record date will
be verified prior to being admitted to the meeting. If you are
not a stockholder of record but hold shares through a broker,
trustee or nominee (i.e., in street name), you must provide
proof of beneficial ownership as of the record date, such as
your most recent account statement prior to March 23, 2009,
a copy of the voting instruction card provided by your broker,
trustee or nominee, or similar evidence of ownership. If you do
not provide photo identification and comply with the other
procedures outlined above, you will not be admitted to the
annual meeting. The annual meeting will begin promptly at
9:00 a.m. Check-in
will begin at 8:30 a.m. and you should allow ample time for
the check-in procedures. |
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Voting |
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Your vote is very important. Whether or not you plan to
attend the annual meeting, we encourage you to read this proxy
statement and submit your proxy or voting instructions as soon
as possible as outlined on the voting instruction card or as
instructed in the Notice of Internet Availability of Proxy
Materials. |
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You may submit your proxy or voting instruction card for the
annual meeting by completing, signing, dating and returning your
proxy or voting instruction card in the preaddressed envelope
provided, or, in most cases, by using the telephone. For
specific instructions on how to vote your shares, please refer
to the section entitled Questions and Answers
Voting Information beginning on page 3 of this proxy
statement and the instructions on the proxy or voting
instruction card or as instructed in the Notice of Internet
Availability of Proxy Materials. |
By order of the Board of Directors,
Polly Grunfeld Sack, Senior Vice President, Secretary and
General Counsel
This notice of annual meeting and proxy statement and form of
proxy are being distributed on or about April 7, 2009.
QUESTIONS
AND ANSWERS
Proxy
Materials
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1.
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Why am I
receiving these materials?
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The Board of Directors (the Board) of GateHouse
Media, Inc., a Delaware corporation (hereafter referred to as
GateHouse Media, the Company,
our or we), is providing these proxy
materials to you in connection with GateHouse Medias
annual meeting of stockholders, which will take place on
May 21, 2009. As a stockholder, you are invited to attend
the annual meeting and are entitled to and requested to vote on
the items of business described in this proxy statement.
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2.
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Why am I
being asked to review materials on-line?
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Under rules recently adopted by the U.S. Securities and
Exchange Commission (SEC), we are now furnishing
proxy materials to some of our stockholders on the Internet,
rather than mailing printed copies of those materials to each
stockholder. If you received a Notice of Internet Availability
of Proxy Materials by mail, you will not receive a printed copy
of the proxy materials unless you request one. Instead, the
Notice of Internet Availability of Proxy Materials will instruct
you as to how you may access and review the proxy materials on
the Internet. If you received a Notice of Internet Availability
of Proxy Materials by mail and would like to receive a printed
copy of our proxy materials, please follow the instructions
included in the Notice of Internet Availability of Proxy
Materials. We anticipate that the Notice of Internet
Availability of Proxy Materials will be mailed to stockholders
on or about April 7, 2009.
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3.
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What
information is contained in the proxy statement?
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The information in the proxy statement relates to the proposals
to be voted on at the annual meeting, the voting process,
GateHouse Medias Board and Board committees, the
compensation of directors and executive officers for fiscal
2008, and other required information.
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4.
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How may I
obtain GateHouse Medias
Form 10-K
and other financial information?
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A copy of our 2008 Annual Report, which includes our 2008
Form 10-K,
is enclosed.
Stockholders may request another free copy of our 2008 Annual
Report, which includes our 2008
Form 10-K,
from:
GateHouse Media, Inc.
Attn: Investor Relations
350 WillowBrook Office Park
Fairport, New York 14450
(585) 598-0030
Alternatively, you can access our 2008 Annual Report, which
includes our 2008
Form 10-K,
on our website under the Investors tab at:
www.gatehousemedia.com
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5.
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How may I
request an electronic copy of the proxy materials?
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If you wish to request electronic delivery of our proxy
materials in the future, please sign up at:
investors.gatehousemedia.comlinvestorkit.cfm
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6.
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What
should I do if I receive more than one set of voting
materials?
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You may receive more than one set of voting materials, including
multiple copies of this proxy statement and multiple proxy cards
or voting instruction cards. For example, if you hold your
shares in more than one brokerage account, you may receive a
separate voting instruction card for each brokerage account in
which you hold shares. If you are a stockholder of record and
your shares are registered in more than one name, you will
receive more than
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one proxy card. Please complete, sign, date and return each
GateHouse Media proxy card and voting instruction card that you
receive or vote by using the telephone for each proxy card and
voting instruction card you receive.
Voting
Information
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7.
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What
items of business will be voted on at the annual
meeting?
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The items of business scheduled to be voted on at the annual
meeting are:
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The election of two Class III directors; and
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To consider and act upon a proposal to ratify the appointment of
Ernst & Young LLP as GateHouse Medias
independent registered public accounting firm for the 2009
fiscal year.
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We also will consider any other business that is properly
presented at the annual meeting.
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8.
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How does
the Board recommend that I vote?
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Our Board recommends that you vote your shares FOR
each of the nominees to the Board, and FOR the
ratification of Ernst & Young LLP as GateHouse
Medias independent registered public accounting firm for
the 2009 fiscal year.
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9.
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What
shares can I vote?
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Each share of GateHouse Media common stock issued and
outstanding as of the close of business on March 23, 2009,
the Record Date, is entitled to one vote on all items
being voted upon at the annual meeting. You may vote all shares
owned by you as of the Record Date, including
(a) shares held directly in your name as the stockholder of
record and (b) shares held for you as the beneficial
owner through a broker, trustee or other nominee such as a
bank. On the Record Date, GateHouse Media had
58,115,459 shares of common stock issued and outstanding.
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10.
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How can I
vote my shares in person at the annual meeting?
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Shares held in your name as the stockholder of record may be
voted in person at the annual meeting. Shares held beneficially
in street name may be voted in person at the annual meeting only
if you obtain a legal proxy from the broker, trustee or nominee
that holds your shares giving you the right to vote the shares.
Even if you plan to attend the annual meeting, we recommend
that you also submit your proxy or voting instructions as
described below so that your vote will be counted if you later
decide not to attend the meeting.
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11.
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How can I
vote my shares without attending the annual meeting?
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By Telephone after your receipt of hard
copies of the proxy materials (either directly or as outlined in
the Notice of Internet Availability of Proxy Materials).
Stockholders of record of GateHouse Media common stock who live
in the United States or Canada may submit proxies by following
the Vote by Telephone instructions on the proxy
cards. Most GateHouse Media stockholders who hold shares
beneficially in street name and live in the United States or
Canada may vote by phone by calling the number specified on the
voting instruction cards provided by their brokers, trustees or
nominees. Please check the voting instruction card for telephone
voting availability.
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By Mail after your receipt of hard copies of
the proxy materials (either directly or as outlined in the
Notice of Internet Availability of Proxy Materials).
Stockholders of record of GateHouse Media common stock may
submit proxies by completing, signing and dating their proxy
cards and mailing them in the accompanying pre-addressed
envelopes. GateHouse Media stockholders who hold shares
beneficially in street name may vote by mail by completing,
signing and dating the voting instruction cards provided and
mailing them in the accompanying pre-addressed envelopes.
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If your shares are registered directly in your name with our
transfer agent, American Stock Transfer &
Trust Company, you are considered a stockholder of record
with respect to those shares and a set of proxy materials has
been sent directly to you by American Stock Transfer &
Trust Company. Please carefully consider the
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information contained in the proxy statement and, whether or not
you plan to attend the meeting, vote by one of the above methods
so that we can be assured of having a quorum present at the
meeting and so that your shares may be voted in accordance with
your wishes even if you later decide not to attend the annual
meeting.
If like most stockholders of GateHouse Media, you hold your
shares in street name through a stock broker, bank or other
nominee rather than directly in your own name, you are
considered the beneficial owner of shares, and the Notice of
Internet Availability of Proxy Materials is being forwarded to
you by Broadridge Financial Solutions, Inc. Please carefully
consider the information contained in the proxy statement and,
whether or not you plan to attend the meeting, vote by one of
the above methods so that we can be assured of having a quorum
present at the meeting and so that your shares may be voted in
accordance with your wishes even if you later decide not to
attend the annual meeting.
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12.
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What is
the deadline for voting my shares?
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If you hold shares as the stockholder of record, your vote by
proxy must be received before the polls close at the annual
meeting. If you hold shares beneficially in street name, please
follow the voting instructions provided by your broker, trustee
or nominee.
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13.
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May I
change my vote?
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If you are the stockholder of record, you may revoke your proxy
by granting a new proxy bearing a later date (which
automatically revokes the earlier proxy), by providing a written
notice of revocation to the Corporate Secretary at the address
noted below in response to Question 25 prior to the annual
meeting, or by attending the annual meeting and voting in
person. Attendance at the meeting will not cause your previously
granted proxy to be revoked unless you specifically make that
request at the annual meeting. For shares you hold beneficially
in street name, you may change your vote by submitting new
voting instructions to your broker, trustee or nominee in
accordance with the instructions for the voting instruction
card, or, if you have obtained a legal proxy from your broker or
nominee giving you the right to vote your shares, by attending
the meeting and voting in person.
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14.
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Is my
vote confidential?
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Proxy instructions, ballots and voting tabulations that identify
individual stockholders are handled in a manner designed to
protect your voting privacy, and will not be disclosed, except
as necessary to meet applicable legal requirements and under
other limited circumstances.
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15.
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How are
votes counted?
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In the election of directors, you may vote FOR,
AGAINST or ABSTAIN with respect to each
of the nominees. If you elect to ABSTAIN in the
election of directors, the abstention will not impact the
election of directors. In tabulating the voting results for the
election of directors, only FOR and
AGAINST votes are counted.
For the other items of business, you may vote FOR,
AGAINST or ABSTAIN. If you elect to
ABSTAIN, the abstention has the same effect as a
vote AGAINST.
If you provide specific instructions with regard to certain
items, your shares will be voted as you instruct on such items.
If you sign your proxy card or voting instruction card without
giving specific instructions, your shares will be voted in
accordance with the recommendations of the Board
(FOR all of GateHouse Medias nominees to the
Board, and FOR ratification of GateHouse
Medias independent registered public accounting firm).
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16.
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What is
the voting requirement to approve each of the
proposals?
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In the election of directors, each director will be elected by a
plurality of the votes cast with respect to that director
nominee. A plurality of votes cast means that the number of
votes cast FOR a nominees election must exceed
the number of votes cast AGAINST such nominees
election. Each nominee receiving more FOR votes than
AGAINST votes will be elected. All other matters
voted upon at the meeting will be decided by a majority of the
votes cast.
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If you hold shares beneficially in street name and do not
provide your broker with voting instructions, your shares may
constitute broker non-votes. Generally, broker
non-votes occur when a broker is not permitted to vote on that
matter without instructions from the beneficial owner and
instructions are not given. In tabulating the voting result for
any particular proposal, shares that constitute broker non-votes
are not considered entitled to vote on that proposal. Thus,
broker non-votes will not affect the outcome of any matter being
voted on at the meeting, assuming that a quorum is obtained.
Abstentions have the same effect as votes against the matter
except in the election of directors, as described above.
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17.
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What
happens if additional matters are presented at the annual
meeting?
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Other than the two items of business described in this proxy
statement, we are not aware of any other business to be acted
upon at the annual meeting. If you grant a proxy pursuant to
this proxy statement, the persons named as proxy holders,
Garrett J. Cummings and Monica Treviso, will have the discretion
to vote your shares on any additional matters properly presented
for a vote at the meeting. If for any reason any of our nominees
are not available as a candidate for director, the persons named
as proxy holders will vote for your proxy for such other
candidate or candidates as may be nominated by the Board.
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18.
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Who will
serve as inspector of elections?
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The inspectors of elections will be Elizabeth Lewis and Sheryl
Costa.
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19.
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Who will
bear the cost of soliciting votes for the annual
meeting?
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GateHouse Media is making this solicitation and will pay the
entire cost of preparing, assembling, printing, mailing and
distributing these proxy materials and soliciting votes. If you
choose to access the proxy materials over the Internet, you are
responsible for Internet access charges you may incur. If you
choose to vote by telephone, you are responsible for telephone
charges you may incur. In addition to the mailing of these proxy
materials, the solicitation of proxies or votes may be made in
person, by telephone or by electronic communication by our
directors, officers and employees who will not receive any
additional compensation for such solicitation activities. We
also will reimburse brokerage houses and other custodians,
nominees and fiduciaries for forwarding proxy and solicitation
materials to stockholders.
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20.
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Where can
I find the voting results of the annual meeting?
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We intend to announce preliminary voting results at the annual
meeting and publish final results in our quarterly report on
Form 10-Q
for the second quarter of fiscal 2009.
Stock
Ownership Information
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21.
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What is
the difference between holding shares as a stockholder of record
and as a beneficial owner?
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Most GateHouse Media stockholders hold their shares through a
broker or other nominee rather than directly in their own name.
As summarized below, there are some distinctions between shares
held of record and those owned beneficially.
If your shares are held in a brokerage account or by another
nominee, you are considered the beneficial owner of
shares held in street name, and these proxy materials are
being forwarded to you together with a voting instruction card
on behalf of your broker, trustee or nominee. As the beneficial
owner, you have the right to direct your broker, trustee or
nominee how to vote and you also are invited to attend the
annual meeting. Your broker, trustee or nominee has enclosed or
provided voting instructions for you to use in directing the
broker, trustee or nominee how to vote your shares. Since a
beneficial owner is not the stockholder of record, you
may not vote these shares in person at the meeting unless you
obtain a legal proxy from the broker, trustee or nominee that
holds your shares, giving you the right to vote the shares at
the meeting.
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22.
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What if I
have questions for GateHouse Medias transfer
agent?
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Please contact GateHouse Medias transfer agent, at the
phone number listed below, with questions concerning stock
certificates, dividend checks, transfer of ownership or other
matters pertaining to your stock account.
American
Stock Transfer & Trust Company:
(800) 937-5449
Annual
Meeting Information
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23.
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How can I
attend the annual meeting?
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You are entitled to attend the annual meeting only if you were a
GateHouse Media stockholder as of the close of business on
March 23, 2009 or you hold a valid proxy for the annual
meeting. You should be prepared to present photo identification
for admittance. If you are not a stockholder of record but hold
shares through a broker, trustee or nominee (i.e., in street
name), you must provide proof of beneficial ownership on the
record date, such as your most recent account statement prior to
March 23, 2009, a copy of the voting instruction card
provided by your broker, trustee or nominee, or other similar
evidence of ownership. If you do not provide photo
identification or comply with the other procedures outlined
above, you will not be admitted to the annual meeting.
The meeting will begin promptly at
9:00 a.m. Check-in
will begin at 8:30 a.m., and you should allow ample time
for the check-in procedures.
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24.
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How many
shares must be present or represented to conduct business at the
annual meeting?
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Holders of a majority of shares of GateHouse Media common stock
entitled to vote must be present in person or represented by
proxy in order to conduct business and vote on matters raised at
the meeting. Both abstentions and broker non-votes described
previously in Question 16 are counted for the purposes of
determining the presence of a quorum.
Stockholder
Proposals, Director Nominations and Related Bylaw
Provisions
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25.
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What is
the deadline to propose actions for consideration at next
years annual meeting of stockholders?
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You may submit proposals for consideration at future stockholder
meetings. For a stockholder proposal to be considered for
inclusion in GateHouse Medias proxy statement for next
years annual meeting, our Corporate Secretary must receive
the written proposal at our principal executive offices no later
than December 2, 2009. Such proposals also must comply with
Rule 14a-8
promulgated by SEC regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Proposals should
be addressed to:
Corporate Secretary
GateHouse Media, Inc.
350 WillowBrook Office Park
Fairport, New York 14450
For a stockholder proposal that is not intended to be included
in GateHouse Medias proxy statement under
Rule 14a-8,
the stockholder must provide the information required by
GateHouse Medias Amended and Restated Bylaws and give
timely notice to the Corporate Secretary in accordance with
GateHouse Medias Amended and Restated Bylaws, which, in
general, require that the notice be received by the Corporate
Secretary:
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Not earlier than the close of business on January 21,
2010; and
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Not later than the close of business on February 20, 2010.
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If the date of the stockholder meeting is moved to a date more
than 25 days before or after the anniversary of the
GateHouse Media annual meeting for the prior year, then notice
of a stockholder proposal that is intended to be
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included in GateHouse Medias proxy statement under
Rule 14a-8
must be received not earlier than the close of business
120 days prior to the meeting and not later than the close
of business on the later of the following two dates:
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90 days prior to the meeting; or
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10 days after public announcement of the meeting date.
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26.
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How may I
recommend or nominate individuals to serve as
directors?
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You may propose director candidates for consideration by the
Board. Any such recommendations should include the
nominees name and qualifications for Board membership and
should be directed to the Corporate Secretary at the address of
our principal executive offices set forth in response to
Question 25 above.
In addition, GateHouse Medias Amended and Restated Bylaws
permit stockholders to nominate directors for election at an
annual stockholder meeting. To nominate a director, the
stockholder must deliver the information required by GateHouse
Medias Amended and Restated Bylaws and a statement by the
nominee consenting to being named as a nominee and consenting to
serve as a director if elected.
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27.
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What is
the deadline to nominate individuals to serve as
directors?
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To nominate an individual for election at next years
annual stockholder meeting, the stockholder must give timely
notice to the Corporate Secretary in accordance with GateHouse
Medias Amended and Restated Bylaws, which, in general,
require that the notice be received by the Corporate Secretary
between the close of business on January 21, 2010 and the
close of business on February 20, 2010, unless the annual
meeting is moved to a date more than 25 days before or
after the anniversary of the prior years annual meeting,
in which case the deadline will be as described in Question 25.
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28.
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How may I
obtain a copy of GateHouse Medias Amended and Restated
Bylaw provisions regarding stockholder proposals and director
nominations?
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You may contact the Corporate Secretary at our principal
executive offices, set forth in response to Question 25
above, for a copy of the relevant Amended and Restated Bylaw
provisions regarding the requirements for making stockholder
proposals and nominating director candidates. GateHouse
Medias Amended and Restated Bylaws also are available on
our website at www.gatehousemedia.com.
Further
Questions
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29.
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Who can
help answer my questions?
|
If you have any questions about the annual meeting or how to
vote or revoke your proxy, you should contact Mark Maring:
(585) 598-6874
If you need additional copies of this proxy statement or voting
materials, please contact Mark Maring as described above or send
an e-mail to
investorrelations@gatehousemedia.com.
CORPORATE
GOVERNANCE PRINCIPLES AND BOARD MATTERS
GateHouse Media is committed to maintaining high standards of
business conduct and corporate governance, which we believe are
essential to running our business efficiently, serving our
stockholders well and maintaining our integrity in the
marketplace. To that end, we have adopted a Code of Business
Conduct and Ethics for our directors, officers and employees,
including a separate Code of Ethics for our Chief Executive
Officer and senior financial officers. In addition, we have
adopted Corporate Governance Guidelines, which, in conjunction
with our Amended and Restated Articles of Incorporation, Amended
and Restated Bylaws and Board committee charters, form the
framework for our corporate governance. All of our corporate
governance materials, including board committee charters, are
available on our website at www.gatehousemedia.com. These
materials also are available in print to any stockholder upon
request. The Board regularly reviews corporate governance
developments and modifies its committee charters as warranted.
7
Board and
Board Committee Independence
Our Corporate Governance Guidelines require that a majority of
our Board will consist of independent directors. For a director
to be considered independent, the Board must determine that the
director does not have any material relationship with GateHouse
Media (either directly or as a partner, stockholder or officer
of an organization that has a relationship with GateHouse
Media). The Board has established guidelines to assist it in
determining director independence, which conform to the
independence standards of the New York Stock Exchange. Martin
Bandier and Howard Rubin resigned from the Board on
December 5, 2008 and December 18, 2008, respectively.
Prior to their resignation five of the seven directors were
independent. As of the date of this proxy statement, our Board
has determined that three (Messrs. Friedman, Osborne and
Sheehan) out of our five current directors are independent,
including one of the two director nominees standing for election.
According to our Corporate Governance Guidelines, all members of
the Audit Committee must be independent directors. Members of
the Audit Committee also must satisfy a separate SEC
independence requirement, which provides that they may not
accept directly or indirectly any consulting, advisory or other
compensatory fee from GateHouse Media or any of its subsidiaries
other than their directors compensation.
Board
Structure and Committee Composition
As of the date of this proxy statement, our Board has five
directors and the standing Audit Committee. As of
December 19, 2008, the Board no longer has a standing:
(a) Nominating and Corporate Governance Committee; or
(b) Compensation Committee. The committee membership and
function of the Audit Committee is described below. The Audit
Committee operates under a written charter adopted by the Board.
The committees charter is available on our website at
www.gatehousemedia.com. Except for Mr. Edens, our
Chairman of the Board, all of our current directors (including
the other nominee for election as a Class III director at
this years Annual Meeting of Stockholders,
Mr. Sheehan) joined our Board on October 24, 2006 in
connection with the commencement of our initial public offering
and the initial listing of our common stock on the New York
Stock Exchange (the Company was delisted from the New York Stock
Exchange effective October 24, 2008). During fiscal year
2008, our Board held six meetings. Each director attended at
least 75% of the Board meetings and committee meetings on which
he served (except for Wesley R. Edens, Martin Bandier and Howard
Rubin). During fiscal year 2008, our Board also took corporate
action by written consents without a meeting. Each director is
expected to attend, absent unusual circumstances, all annual and
special meetings of stockholders.
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Name of Director
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Audit Committee
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Wesley R. Edens Chairman of the Board
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Michael E. Reed
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Richard L. Friedman
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Burl Osborne
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Member
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Kevin M. Sheehan
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Chair
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Audit
Committee
The Audit Committee was established under a written charter
adopted in October 2006 and which became effective as of the
time GateHouse Media was first listed on the New York Stock
Exchange (the Company was delisted from the New York Stock
Exchange effective October 24, 2008). Our Audit Committee
oversees a broad range of issues surrounding our accounting and
financial reporting processes and audits of our financial
statements. In particular, our Audit Committee: (a) assists
the Board in monitoring the integrity of our financial
statements, our compliance with legal and regulatory
requirements, our independent auditors qualifications and
independence and the performance of our internal audit function
and independent auditors; (b) assumes direct responsibility
for the appointment, compensation, retention and oversight of
the work of any independent registered public accounting firm
engaged for the purpose of performing any audit, review or
attest services and for dealing directly with any such
accounting firm; (c) provides a forum for consideration of
matters relating to any audit issues; and (d) prepares the
audit committee report that SEC rules require be included in our
annual proxy statement. The Audit Committee met six times during
fiscal year 2008, in addition to acting by written consent
without a meeting. As of the date of this proxy statement, the
members of our Audit Committee are Messrs. Sheehan and
Osborne. Howard Rubin also served on the Audit Committee until
his voluntary resignation on December 18, 2008.
Mr. Sheehan is our Audit Committee chair and our Audit
Committee financial expert
8
under SEC rules implementing Section 407 of the
Sarbanes-Oxley Act. Each member of our Audit Committee is
independent as defined under the Exchange Act and
New York Stock Exchange rules.
Compensation
Committee
On December 19, 2008 the Board discharged its standing
Compensation Committee. The Board is of the view that it has the
requisite skill and judgment to perform this function without a
formal committee. Currently, the entire Board, except for
Mr. Reed, performs those functions that were customarily
performed by the Compensation Committee, which include:
(a) reviewing policy relating to the compensation and
benefits of our officers and employees; (b) reviewing and
approving the corporate goals and objectives relevant to the
compensation of the Chief Executive Officer and other senior
officers; (c) evaluating performance of such officers in
light of those goals and objectives and determining compensation
of these officers based on such evaluations; (d) reviewing
the Compensation Discussion and Analysis (CD&A)
for inclusion in our proxy statement; and (e) producing a
report on executive officer compensation as required by SEC to
be included in our annual proxy statement. Prior to
December 19, 2008, the functions of the committee were
carried out by its members, Messrs. Rubin, Bandier (until
his resignation, effective December 5, 2008) and Sheehan.
The Compensation Committee met once during fiscal year 2008, in
addition to acting by written consent without a meeting.
Nominating
and Corporate Governance Committee
On December 19, 2008 the Board discharged its standing
Nominating and Corporate Governance Committee. The Board is of
the view that it has the requisite skill and judgment to perform
this function without a formal committee. Currently, the entire
Board performs those functions that were customarily performed
by the Nominating and Corporate Governance Committee. The
primary function of the Board, when serving in this role, is to:
(a) identify, review and recommend nominees for election as
directors; (b) recommend directors to serve on committees;
(c) oversee the evaluation of our management; and
(d) develop, review and recommend corporate governance
guidelines. Prior to December 19, 2008, the functions of
the committee were carried out by its members,
Messrs. Osborne, Bandier and Friedman. The Nominating and
Corporate Governance Committee met once during fiscal year 2008.
Compensation
Committee Interlocks and Insider Participation
Messrs. Rubin and Bandier (prior to their respective
resignation) and Mr. Sheehan served on the Compensation
Committee up to the committees discharge on
December 19, 2008. No member of the Compensation Committee
was an officer or employee of GateHouse Media during 2008, or at
any time prior thereto. No member had any relationship with
GateHouse Media during 2008 pursuant to which disclosure would
be required under applicable SEC rules pertaining to the
disclosure of transactions with related persons. None of our
executive officers currently serves or has ever served as a
member of the board of directors, the Compensation Committee, or
any similar body, of any entity one of whose executive officers
served on our Board or the Compensation Committee.
Director
Nominees
Stockholder
Recommendations
The Board will consider properly submitted stockholder
recommendations of candidates for membership on the Board
according to the procedures described below under
Identifying and Evaluating Candidates for Directors.
In evaluating such recommendations, the Board seeks to achieve a
balance of knowledge, experience and capability on the Board and
to address the membership criteria set forth below under
Director Qualifications. Any stockholder
recommendations proposed for consideration by the Board must be
in writing, include the candidates name and qualifications
for Board membership and should be addressed to:
Corporate Secretary
GateHouse Media, Inc.
350 WillowBrook Office Park
Fairport, New York 14450
Fax:
(585) 248-9562
9
Stockholder
Nominations
In addition, our Amended and Restated Bylaws permit stockholders
to nominate directors for consideration at any annual
stockholder meeting. For a description of the process for
nominating directors at the annual meeting, see Questions
and Answers Stockholder Proposals, Director
Nominations and Related Bylaw Provisions Question
26. How may I recommend or nominate individuals to serve as
directors? on page 7 of this proxy statement.
Director
Qualifications
Our Corporate Governance Guidelines contain Board membership
criteria that apply to nominees recommended for a position on
our Board. At a minimum, the Board shall consider:
(a) whether each such nominee has demonstrated, by
significant accomplishment in his or her field, an ability to
make a meaningful contribution to the Boards oversight of
the business and affairs of GateHouse Media; and (b) the
nominees reputation for honesty and ethical conduct in his
or her personal and professional activities. Additional factors
which the Board may consider include a candidates specific
experiences and skills, relevant industry background and
knowledge, time availability in light of other commitments,
potential conflicts of interest, material relationships with
GateHouse Media and independence from management and GateHouse
Media. The Board also may seek to have a diversity of
backgrounds, experience, gender and race. Each candidate should
be committed to enhancing stockholder value and should have
sufficient time to carry out the required duties and to provide
insight and practical wisdom based on experience. A
candidates service on other boards of public companies
should be limited to a number that permits the candidate to
perform responsibly all director duties. Each director must
represent the interest of all our stockholders.
Identifying
and Evaluating Candidates for Directors
Prior to December 19, 2008, the Nominating and Corporate
Governance Committee was responsible for identifying and
evaluating candidates for directors. Since such date, the entire
Board has assumed this function. The Board uses a variety of
methods for identifying and evaluating nominees for director.
The Board regularly assesses its appropriate size and whether
any vacancies on the Board are expected due to retirement or
otherwise. In the event that vacancies are anticipated, or
otherwise arise, the Board may consider several potential
candidates. Candidates may come to the attention of the Board
through its current members, professional search firms,
stockholders or other persons.
Identified candidates are evaluated at regular or special
meetings of the Board and may be considered at any point during
the year. As described above, the Board considers properly
submitted stockholder recommendations for candidates for the
Board to be included in our proxy statement. If any materials
are provided by a stockholder in connection with the nomination
of a director candidate, such materials should be addressed to:
Corporate Secretary
GateHouse Media, Inc.
350 WillowBrook Office Park
Fairport, New York 14450
Fax:
(585) 248-9562
Executive
Sessions
The independent directors meet at least once each year in
regularly scheduled executive sessions. Additional executive
sessions may be scheduled by independent directors. The
chairperson of the Audit Committee presides over these sessions.
Communications
with Directors
The Board has adopted a process by which stockholders and other
interested parties may communicate with the independent
directors of the Board or the chairperson of the Audit Committee
by regular mail. You may send communications by regular mail to
the attention of the Chairperson, Audit Committee; or to the
independent directors as a group to the Independent Directors,
each
c/o Corporate
Secretary, GateHouse Media, Inc., 350 WillowBrook Office
Park, Fairport, New York 14450.
10
GateHouse Medias management will review all communications
received to determine whether the communication requires
immediate action. Management will pass on all communications
received, or a summary of such communications, to the
appropriate director or directors.
Policy on
Transactions with Related Persons
The Board recognizes the fact that transactions with related
persons present a heightened risk of conflicts of interests
and/or
improper valuation (or the perception thereof). Any transaction
with GateHouse Media in which a director, executive officer or
beneficial holder of more than 5% of the outstanding shares of
common stock, or any immediate family member of the foregoing
(each, a related person) has a direct or indirect
material interest, and where the amount involved exceeds
$120,000, must be specifically disclosed by GateHouse Media in
its public filings. See the discussion on page 16 of this
proxy statement under the heading Related Person
Transactions.
GateHouse Medias Code of Business Conduct and Ethics
applicable to employees, officers and directors discourages
transactions where there is or could be an appearance of a
conflict of interest. In addition, this Code requires specific
approval by a designated member of management of transactions
involving GateHouse Media and the employee, officer or director.
GateHouse Medias Amended and Restated Certificate of
Incorporation also provides regulation, definition and guidance
on related business activities, corporate opportunities and
agreements with significant stockholders.
DIRECTOR
COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Each independent director is entitled to receive an annual
retainer of $30,000, payable in two equal semi-annual
installments. In addition, an annual fee of $5,000 is paid to
the chair of the Audit Committee and until the Compensation
Committee was discharged, an annual fee of $5,000 was paid to
its chair, which fees will also be paid in two equal semi-annual
installments. Fees to independent directors may be paid by
issuance of GateHouse Media common stock, based on the value of
our common stock at the date of issuance, rather than in cash,
unless the issuance would prevent such director from being
determined to be independent. Such stock must be granted
pursuant to a stockholder-approved plan. All members of our
Board are reimbursed for reasonable expenses and expenses
incurred in attending Board meetings.
Messrs. Friedman, Osborne, Sheehan, Rubin and Bandier were
each granted a number of restricted shares of common stock in
October 2006 having a value of $300,000 based on the fair market
value of GateHouse Media shares on the date of grant. These
restricted shares will vest in three equal portions on the last
day of each fiscal years 2007, 2008 and 2009, provided the
director is still serving as of the applicable vesting date. As
of the date of this proxy statement such restricted shares of
common stock have vested as follows: (a) for
Messrs. Friedman, Osborne, Sheehan, Rubin and Bandier,
one-third vested on the last day of fiscal year 2007; and
(b) for Messrs. Friedman, Osborne and Sheehan,
one-third vested on the last day of fiscal year 2008. The
remaining one-third will vest on the last day of fiscal year
2009, provided the individual is still serving as of the
applicable vesting date. Messrs. Bandier and Rubin resigned
from the Board on December 5, 2008 and December 18,
2008, respectively. Upon their resignation, each of
Messrs. Rubin and Bandier forfeited the restricted shares
granted to them that had not yet vested. For fiscal year 2008,
Mr. Bandier and Mr. Rubin each forfeited
5,556 shares and for fiscal year 2009, each forfeited
5,555 shares. The independent directors holding these
shares of restricted stock (whether or not such shares are
vested) will be entitled to any dividends that become payable on
such shares during the restricted period so long as such
directors continue to serve as directors as of the applicable
record dates for such dividends.
Except as otherwise provided by the plan administrator of the
GateHouse Media, Inc. Omnibus Stock Incentive Plan (along with
any agreements issued in connection therewith, collectively, the
Incentive Plan), on the first business day after our
annual meeting of stockholders and each such annual meeting
thereafter during the term of the Incentive Plan, each of the
independent directors who is serving following such annual
meeting will automatically be granted under the Incentive Plan a
number of unrestricted shares of GateHouse Media common stock
having a fair market value of $15,000 as of the date of grant;
however, Messrs. Friedman, Osborne and Sheehan, all of whom
were granted the restricted shares of common stock described
above, will not be eligible to receive these automatic annual
grants.
11
DIRECTOR
COMPENSATION TABLE
The following table provides information about the compensation
earned by our independent directors during 2008.
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Cash
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Equity
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Committee
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Name
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Retainer ($)
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Retainer(1) ($)
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Chair Fees ($)
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Total ($)
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Martin Bandier(2)
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$
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30,000
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$
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$
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30,000
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Richard L. Friedman
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30,000
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100,000
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130,000
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Burl Osborne
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30,000
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100,000
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130,000
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Howard Rubin(3)
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30,000
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$
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5,000
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35,000
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Kevin M. Sheehan
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30,000
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100,000
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5,000
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135,000
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(1) |
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The grant date fair value of such awards, as estimated for
financial reporting purposes, is $300,000. These restricted
shares will become vested in three equal portions on
December 31, 2007, December 31, 2008 and
December 31, 2009, provided the director is still serving
as of the applicable vesting date, and thus are subject to
forfeiture. As of the date of this proxy statement two-thirds of
the restricted shares have vested as follows: (a) one-third
vested on December 31, 2007; and (b) one-third vested
on December 31, 2008. The remaining one-third will vest on
December 31, 2009. Upon their resignation, each of
Messrs. Rubin and Bandier forfeited the restricted shares
granted to them that had not yet vested. For fiscal years 2008,
Mr. Bandier and Mr. Rubin each forfeited
5,556 shares and for fiscal year 2009, each forfeited
5,555 shares. |
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(2) |
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Mr. Bandier resigned as Director effective December 5,
2008. |
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(3) |
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Mr. Rubin resigned as Director effective December 18,
2008. |
ELECTION
OF DIRECTORS (Proposal 1)
There are two nominees for election to GateHouse Medias
Board this year. In accordance with the terms of GateHouse
Medias Amended and Restated Certificate of Incorporation,
the Board is divided into three classes of directors (designated
Class I, Class II and Class III) of the same
or nearly the same number. At each annual meeting of
stockholders, one class of directors will be elected for a
three-year term to succeed the directors of the same class whose
terms are then expiring. As a result, a portion of the Board
will be elected each year.
Our Amended and Restated Certificate of Incorporation authorizes
a Board consisting of at least three, but no more than seven,
members, with the exact number of directors to be fixed from
time to time by a resolution of the majority of the Board (or by
a duly adopted amendment to the Certificate of Incorporation).
Any additional directorships resulting from an increase in the
number of directors will be distributed among the three classes
so that, as nearly as possible, each class will consist of
one-third of the directors. The division of the Board into three
classes with staggered three-year terms may delay or prevent a
change of management or a change in control.
If you sign your proxy or voting instruction card but do not
give instruction with respect to voting for directors, your
shares will be voted for the two persons recommended by the
Board. If you wish to give specific instructions with respect to
voting for directors, you may do so by indicating your
instructions on your proxy or voting instruction card.
Both of our nominees have indicated to us that they will be
available to serve as directors. The Board has approved the
nominees. In the event that any nominee should become
unavailable, however, the proxy holders, Garrett J. Cummings and
Monica Treviso, will vote for such other nominee or nominees as
designated by the Board.
12
The Board
recommends a vote FOR each of the following Class III
nominees:
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Wesley R. Edens
Chairman of the Board since June 2005
Age 47
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Mr. Edens is the Chairman of the Board and is founding
principal, Chairman and Chief Executive Officer of Fortress
Investment Group LLC (Fortress). He has been a
principal and the Chairman of the Management Committee of
Fortress since co-founding the Company in May 1998. Mr. Edens
has primary investment oversight of Fortresss private
equity and publicly traded alternative businesses. He began his
career at Lehman Brothers, where he ran the mortgage trading
area as a partner and managing director. He then joined
BlackRock Financial Management to form his first private equity
fund, BlackRock Asset Investors. He spent a year at UBS as
managing director in the principal finance group, and then left
in 1998 when he and two principals founded Fortress. Mr. Edens
serves as Chairman of the board of directors of each Aircastle
Limited, Brookdale Senior Living Inc., Eurocastle Investment
Limited, Mapeley Limited, Newcastle Investment Corp. and
Seacastle Inc. and a director of PENN National Gaming Inc. and
GAGFAH S.A.
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Kevin Sheehan
Director since October 2006
Age 55
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Mr. Sheehan currently serves as President and Chief Executive
Officer of Norwegian Cruise Line. Previously, Mr. Sheehan
provided consulting services to Cerebrus Capital Management LP
(2006-2007) and provided consulting services to Clayton Dubilier
& Rice from 2005 until 2006. Prior thereto, Mr. Sheehan was
Chairman and Chief Executive Officer of Cendant
Corporations Vehicle Services Division (included
responsibility for Avis Rent A Car, Budget Rent A Car, Budget
Truck, PHH Fleet Management and Wright Express) from March 2003
until May 2005. From March 2001 until May 2003, Mr. Sheehan
served as Chief Financial Officer of Cendant Corporation. From
August 1999 to February 2001, Mr. Sheehan was
President-Corporate and Business Affairs and Chief Financial
Officer of Avis Group Holdings, Inc. and a director of that
company from June 1999 until February 2001. From August 2005 to
January 2008, Mr. Sheehan was on the faculty of Adelphi
University, serving as a Distinguished Visiting
Professor Accounting, Finance and Economics.
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The
following Class I director is serving on the Board for a
term that ends at the 2010 Annual Meeting:
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Richard L. Friedman
Director since October 2006
Age 68
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Mr. Friedman is the President and Chief Executive Officer of
Carpenter & Company, Inc. of Cambridge, MA, a real estate
ownership, development and management firm which operates
nationally. Mr. Friedman founded Carpenter & Company, Inc.
in 1968. Mr. Friedman has had substantial involvement with
numerous business, civic and charitable entities including
serving as a director (or member) of: The Steppingstone
Foundation, Mt. Auburn Foundation, PNC Bank New England, Johnny
Rockets, Inc., The Bridge Fund, and The Dartmouth College Real
Estate Advisory Committee. Mr. Friedman received a B.A from
Dartmouth College. Mr. Friedman was appointed by President
William J. Clinton as Chairman of the National Capital Planning
Commission and continues to work with its Interagency Security
Task Force.
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13
The
following Class II directors are serving on the Board for a
term that ends at the 2011 Annual Meeting:
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Burl Osborne
Director since October 2006
Age 71
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Mr. Osborne formerly held several positions in the Belo
Corporation: President, Publishing Division from 1995 to 2001;
director from 1987 to 2002; and Publisher of The Dallas Morning
News Co., from 1986 to 2001 with which he became associated in
1980. In connection with The Associated Press, Mr. Osborne
served as Chairman of the board from 2002 to 2007 and director
from 1993-2007. Mr. Osborne also has served as director and Past
Chairman of Southern Newspaper Publishers Association, and a
director of Newspaper Association of America. Currently, he
serves as director of the Committee to Protect Journalists; and
Director of J.C. Penney Company, Inc. since April 1, 2003. Mr.
Osborne earned a Bachelor of Arts degree from Marshall
University in Huntington, West Virginia and a Master of Business
Administration degree from Long Island University. He also
participated in the Advanced Management Program at the Harvard
Business School.
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Michael E. Reed
Director since October 2006
Age 42
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Mr. Reed became GateHouse Medias Chief Executive Officer
in February 2006. He was formerly the President and Chief
Executive Officer of Community Newspaper Holdings, Inc.
(CNHI) and had served in that capacity since 1999.
Mr. Reed served as CNHIs Chief Financial Officer from 1997
to 1999. Prior to that, he worked for Park Communications, Inc.,
a multimedia company, located in Ithaca, New York. Mr. Reed
currently serves on the board of directors for the Associated
Press and he is also the Chairman of the Audit Committee for the
Associated Press. He also serves on the board of directors for
the Newspaper Association of America. Mr. Reed was a member of
the Board of Visitors of the University of Alabamas
College of Communication and Information Sciences and was a
member of the Grady College Journalism Schools Board of
Advisors.
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14
COMMON
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding ownership
of our common stock as of March 23, 2009 (except as noted
otherwise) by: (a) each of our directors and named
executive officers, (b) each person or group known to us
holding more than 5% of our common stock, and (c) all of
our directors and executive officers as a group. Except as
otherwise indicated, each owner has sole voting and investment
powers with respect to the securities listed. The information
provided in the table is based on GateHouse Medias
records, information filed with SEC and information provided to
GateHouse Media, except where otherwise noted.
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Number of
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Shares Beneficially
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Percent of
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Name and Address of Beneficial Owner
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Owned(2)
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Class
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Named Executive Officers and Directors(1)
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Michael E. Reed
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407,087
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*
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Scott Champion
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232,387
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*
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Mark Thompson(3)
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-0-
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(4)
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0
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%
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Mark Maring(5)
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100,372
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*
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Polly G. Sack
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44,314
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*
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Gene Hall
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220,239
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*
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Wesley R. Edens(6)
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25,128,751
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43.2
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%
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Richard L. Friedman
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46,667
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*
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Burl Osborne
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28,667
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*
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Kevin M. Sheehan
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53,667
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*
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All Executive Officers and Directors as a group
(12 persons)
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26,434,818
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45.5
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%
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5% Stockholders
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Fortress Investment Holdings LLC(6)(7)
|
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24,309,811
|
|
|
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41.8
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%
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* |
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Less than one percent. |
|
(1) |
|
The address of each officer or director listed in the table
above is:
c/o GateHouse
Media, Inc., 350 WillowBrook Office Park, Fairport, New York
14450. |
|
(2) |
|
Consists of shares held, including shares of restricted stock
subject to vesting. |
|
(3) |
|
Mark Thompson resigned as Chief Financial Officer effective
August 19, 2008. |
|
(4) |
|
As of January 31, 2009. |
|
(5) |
|
Mark Maring was appointed Interim Chief Financial Officer
effective August 19, 2008. |
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(6) |
|
Includes: 24,309,811 shares held by certain affiliates of
Fortress Investment Group LLC (FIG). FIF III Liberty
Holdings LLC (FIF Liberty Holdings) directly owns
22,050,000 of such shares. The members of FIF Liberty Holdings
are Fortress Investment Fund III LP, Fortress Investment
Fund III (Fund B) LP, Fortress Investment
Fund III (Fund C) LP, Fortress Investment
Fund III (Fund D) LP, Fortress Investment
Fund III (Fund E) LP, Fortress Investment
Fund III (Coinvestment Fund A) LP, Fortress
Investment Fund III (Coinvestment Fund B) LP,
Fortress Investment Fund III (Coinvestment
Fund C) LP, Fortress Investment Fund III
(Coinvestment Fund D) LP (collectively, the
Fund III Funds). Fortress Fund III GP LLC
is the general partner of each of the Fund III Funds and
its sole member is Fortress Investment Fund GP (Holdings)
LLC. The sole member of Fortress Investment Fund GP
(Holdings) LLC is Fortress Operating Entity II LP
(FOE II). 505,100 and 170,700 shares are
directly owned by Fortress Partners Securities LLC
(FPS) and Fortress Partners Offshore Securities LLC
(FPOS) respectively. Fortress Partners Fund LP
(FPF) is the sole member of FPS and Fortress
Partners Advisors LLC (FPA) is the investment
advisor of FPF and FPOE. |
|
|
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1,334,011 shares are directly owned by Drawbridge Global
Macro Master Fund Ltd which is wholly owned by Drawbridge
Global Macro Fund LP (Global Macro LP), DBGM
Onshore LP, Drawbridge Global Macro Intermediate Fund L.P.
(Global Macro Intermediate), DBGM Offshore Ltd.,
Drawbridge Global Alpha Intermediate Fund L.P. (Alpha
Intermediate) and DBGM Alpha V. Ltd. DBGM Onshore GP LLC
is the general partner of DBGM Onshore LP, and DBGM Onshore GP
LLC owns all of the management shares of |
15
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|
|
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DBGM Offshore Ltd and DBGM Alpha V Ltd. Drawbridge Global Macro
GP LLC (Global Macro GP) is the general partner of
Global Macro LP. Drawbridge Global Macro Ltd (Global Macro
Ltd) is the sole limited partner of Global Macro
Intermediate. Drawbridge Global Alpha Fund V Ltd
(Alpha Fund V) is the sole limited partner of
Alpha Intermediate. DBGM Associates LLC (DBGM
Associates) is the general partner of each of Global Macro
Intermediate and Alpha Intermediate. Principal Holdings I LP
(PH I) is the sole managing member of DBGM
Associates. Drawbridge Global Advisors LLC (Global Macro
Advisors) is the investment advisor of each Global Macro
LP, Global Macro Intermediate, Global Macro Ltd, Alpha
Intermediate, Alpha Fund V, DBGM Onshore LP, DBGM Offshore
Ltd, DBGM Alpha V Ltd and Drawbridge Global Macro Master
Fund Ltd. |
|
|
|
225,000 shares and 25,000 shares are directly owned by
Drawbridge DSO Securities LLC (Drawbridge DSO) and
Drawbridge OSO Securities LLC (Drawbridge OSO),
respectively. Drawbridge Special Opportunities Fund LP
(DBSO LP) is the sole member of Drawbridge DSO and
Drawbridge Special Opportunities Fund Ltd. (DBSO
Ltd) is the sole member of Drawbridge OSO. Drawbridge
Special Opportunities advisors LLC (DSOA) is the
investment advisor for each of DBSO LP and DBSO Ltd. |
|
|
|
FIG LLC is the sole member of each of FPA, Global Macro Advisors
and DSOA. FIG LLC is wholly owned by Fortress Operating Entity I
LP (FOE I). FOE II is the sole managing member of
each of Global Macro GP and DBGM Onshore GP LLC. |
|
|
|
FIG Corp is the general partner for each of FOE I and FOE II.
FIG Asset Co LLC (FIG Asset) is the general partner
of PH I. FIG Corp and FIG Asset are each wholly owned by FIG. |
|
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Mr. Edens may be deemed to beneficially own the shares
listed as beneficially owned by FIG. Mr. Edens disclaims
beneficial ownership of all such shares except to the extent of
his pecuniary interest therein and the inclusion of the shares
herein shall not be deemed an admission of beneficial ownership
of the reported shares for purposes of this Section 16 or
otherwise. Similarly, each of the affiliates of FIG listed above
disclaims beneficial ownership of all reported shares except to
the extent of its pecuniary interest therein and the inclusion
of the shares in this report shall not be deemed an admission of
beneficial ownership of the reported shares for purposes of
Section 16 otherwise. |
|
(7) |
|
The address of Fortress Investment Holdings LLC is 1345 Avenue
of the Americas, 46th Floor, New York, New York 10105. |
RELATED
PERSON TRANSACTIONS
As of March 23, 2009, Fortress Investment Group LLC and
certain of its affiliates, including certain funds managed by it
or its affiliates (collectively, Fortress),
beneficially owned 41.8% of GateHouse Medias outstanding
common stock.
In addition, GateHouse Medias Chairman, Wesley Edens, is
the Chairman of the Management Committee of Fortress. GateHouse
Media does not pay Mr. Edens a salary or any other form of
compensation.
Indebtedness
2006
Credit Facility
On June 6, 2006, GateHouse Media Operating, Inc.
(Operating), an indirectly wholly owned subsidiary
of GateHouse Media, GateHouse Media Holdco, Inc.
(Holdco), a wholly owned subsidiary of GateHouse
Media, and certain of their subsidiaries entered into a first
lien credit agreement, as amended on June 21, 2006 and
October 11, 2006, with a syndicate of financial
institutions with Wachovia Bank, National Association as
administrative agent. The first lien credit facility provided
for a $570.0 million term loan facility and a revolving
credit facility with a $40.0 million aggregate loan
commitment amount available, including a $15.0 million
sub-facility for letters of credit and a $10.0 million
swingline facility.
In October 2006, GateHouse Media used a portion of the net
proceeds from its initial public offering to pay down
$12.0 million of the first lien credit facility, and to
repay in full the outstanding balance of $21.3 million
under the $40.0 million revolving credit facility.
16
An aggregate of $87 million of the first lien term loans
and $37 million of the second lien term loans under the
2006 Credit Facility were purchased in the secondary market in
arms-length transactions by the following affiliates of
Fortress: (a) DBSO Corporates Ltd., Fortress Credit
Investments I Ltd. and Fortress Credit Investments II Ltd.,
which are subsidiaries of Drawbridge Special Opportunities
Fund LP and Drawbridge Special Opportunities
Fund Ltd., and (b) Newcastle CDO VIII 1, Limited,
which is a subsidiary of Newcastle Investment Corp. DBSO
Corporates Ltd. received a portion of the net proceeds of the
initial public offering as a result of the repayment in full of
the second lien term loan facility and the partial repayment of
the first lien term loan facility included in the 2006 Credit
Facility.
The 2006 Credit Facility was amended and restated on
February 27, 2007. This amended and restated credit
facility is referred to as the 2007 Credit Facility.
2007
Credit Facility
Holdco, Operating and certain of their subsidiaries are parties
to an Amended and Restated Credit Agreement, dated as of
February 27, 2007, with a syndicate of financial
institutions with Wachovia Bank, National Association as
administrative agent.
The 2007 Credit Facility provides for a
(a) $670.0 million term loan facility that matures on
August 28, 2014, (b) a delayed draw term loan facility
of up to $250.0 million that matures on August 28,
2014, and (c) a revolving credit facility with a
$40.0 million aggregate loan commitment amount available,
including a $15.0 million sub-facility for letters of
credit and a $10.0 million swingline facility, that matures
on February 28, 2014. The borrowers used the proceeds of
the 2007 Credit Facility to refinance existing indebtedness and
for working capital and other general corporate purposes,
including, without limitation, financing acquisitions permitted
under the 2007 Credit Facility. The 2007 Credit Facility is
secured by a first priority security interest in (x) all
present and future capital stock or other membership, equity,
ownership or profits interest of Operating and all of its direct
and indirect domestic restricted subsidiaries, (y) 65% of
the voting stock (and 100% of the nonvoting stock) of all
present and future first-tier foreign subsidiaries and
(z) substantially all of the tangible and intangible assets
of Holdco, Operating and their present and future direct and
indirect domestic restricted subsidiaries. In addition, the
loans and other obligations of the borrowers under the 2007
Credit Facility are guaranteed, subject to specified
limitations, by Holdco, Operating and their present and future
direct and indirect domestic restricted subsidiaries.
As of December 31, 2008, (a) $670.0 million was
outstanding under the term loan facility,
(b) $250.0 million was outstanding under the delayed
draw term loan facility and (c) no amounts were outstanding
under the revolving credit facility. Borrowings under the 2007
Credit Facility bear interest, at the borrowers option,
equal to the LIBOR Rate for a LIBOR Rate Loan (as defined in the
2007 Credit Facility), or the Alternate Base Rate for an
Alternate Base Rate Loan (as defined in the 2007 Credit
Facility), plus an applicable margin. The applicable margin for
LIBOR Rate term loans and Alternate Base Rate term loans, as
amended by the First Amendment, is 2.00% and 1.00%,
respectively. The applicable margin for revolving loans is
adjusted quarterly based upon Holdcos Total Leverage Ratio
(as defined in the 2007 Credit Facility) ( i.e., the
ratio of Holdcos Consolidated Indebtedness (as defined in
the 2007 Credit Facility) on the last day of the preceding
quarter to Consolidated EBITDA (as defined in the 2007 Credit
Facility) for the four fiscal quarters ending on the date of
determination). The applicable margin ranges from 1.50% to
2.00%, in the case of LIBOR Rate Loans and, 0.50% to 1.00% in
the case of Alternate Base Rate Loans. Under the revolving
credit facility, GateHouse Media will also pay a quarterly
commitment fee on the unused portion of the revolving credit
facility ranging from 0.25% to 0.5% based on the same ratio of
Consolidated Indebtedness to Consolidated EBITDA and a quarterly
fee equal to the applicable margin for LIBOR Rate Loans on the
aggregate amount of outstanding letters of credit. In addition,
GateHouse Media will be required to pay a ticking fee at the
rate of 0.50% of the aggregate unfunded amount available to be
borrowed under the delayed draw term facility.
No principal payments are due on the term loan facilities or the
revolving credit facility until the applicable maturity date.
The borrowers are required to prepay borrowings under the term
loan facilities in an amount equal to 50.0% of Holdcos
Excess Cash Flow (as defined in the 2007 Credit Facility) earned
during the previous fiscal year, except that no prepayments are
required if the Total Leverage Ratio (as defined in the 2007
Credit Facility) is less than or equal to 6.0 to 1.0 at the end
of such fiscal year. In addition, the borrowers are required to
prepay borrowings
17
under the term loan facilities with asset disposition proceeds
in excess of specified amounts to the extent necessary to cause
Holdcos Total Leverage Ratio to be less than or equal to
6.25 to 1.00, and with cash insurance proceeds and condemnation
or expropriation awards, in excess of specified amounts,
subject, in each case, to reinvestment rights. The borrowers are
required to prepay borrowings under the term loan facilities
with the net proceeds of equity issuances by GateHouse Media in
an amount equal to the lesser of (a) the amount by which
50.0% of the net cash proceeds exceeds the amount (if any)
required to repay any credit facilities of GateHouse Media or
(b) the amount of proceeds required to reduce Holdcos
Total Leverage Ratio to 6.0 to 1.0. The borrowers are also
required to prepay borrowings under the term loan facilities
with 100% of the proceeds of debt issuances (with specified
exceptions) except that no prepayment is required if
Holdcos Total Leverage Ratio is less than 6.0 to 1.0. If
the term loan facilities have been paid in full, mandatory
prepayments are applied to the repayment of borrowings under the
swingline facility and revolving credit facilities and the cash
collateralization of letters of credit.
The 2007 Credit Facility contains a financial covenant that
requires Holdco to maintain a Total Leverage Ratio of less than
or equal to 6.5 to 1.0 at any time an extension of credit is
outstanding under the revolving credit facility. The 2007 Credit
Facility contains affirmative and negative covenants applicable
to Holdco, Operating and their restricted subsidiaries
customarily found in loan agreements for similar transactions,
including restrictions on their ability to incur indebtedness
(which GateHouse Media is generally permitted to incur so long
as it satisfies an incurrence test that requires it to maintain
a pro forma Total Leverage Ratio of less than 6.5 to 1.0),
create liens on assets; engage in certain lines of business;
engage in mergers or consolidations, dispose of assets, make
investments or acquisitions; engage in transactions with
affiliates, enter into sale leaseback transactions, enter into
negative pledges or pay dividends or make other restricted
payments (except that Holdco is permitted to (a) make
restricted payments (including quarterly dividends) so long as,
after giving effect to any such restricted payment, Holdco and
its subsidiaries have a Fixed Charge Coverage Ratio (as defined
in the 2007 Credit Facility) equal to or greater than 1.0 to 1.0
and would be able to incur an additional $1.00 of debt under the
incurrence test referred to above and (b) make restricted
payments of proceeds of asset dispositions to GateHouse Media to
the extent such proceeds are not required to prepay loans under
the 2007 Credit Facility
and/or cash
collateralize letter of credit obligations and such proceeds are
used to prepay borrowings under acquisition credit facilities of
GateHouse Media). The 2007 Credit Facility also permits the
borrowers, in certain limited circumstances, to designate
subsidiaries as unrestricted subsidiaries which are
not subject to the covenant restrictions in the 2007 Credit
Facility. The 2007 Credit Facility contains customary events of
default, including defaults based on a failure to pay principal,
reimbursement obligations, interest, fees or other obligations,
subject to specified grace periods; a material inaccuracy of
representations and warranties; breach of covenants; failure to
pay other indebtedness and cross-accelerations; a Change of
Control (as defined in the 2007 Credit Facility); events of
bankruptcy and insolvency; material judgments; failure to meet
certain requirements with respect to ERISA; and impairment of
collateral. There were no extensions of credit outstanding under
the revolving credit portion of the facility at
December 31, 2008 and, therefore, we are not required to be
in compliance with the Total Leverage Ratio covenant.
Subject to the satisfaction of certain conditions and the
willingness of lenders to extend additional credit, the 2007
Credit Facility provides that the borrowers may increase the
amounts available under the revolving facility
and/or the
term loan facilities.
As of December 31, 2008, affiliates of Fortress own
$126.0 million of the loans under the 2007 Credit Facility.
First
Amendment to 2007 Credit Facility
On May 7, 2007, GateHouse Media entered into the First
Amendment to amend the 2007 Credit Facility. The First Amendment
provided an incremental term loan facility under the 2007 Credit
Facility in the amount of $275.0 million. As amended by the
First Amendment, the 2007 Credit Facility includes
$1.195 billion of term loan facilities and
$40.0 million of a revolving credit facility. The
incremental term loan facility amortizes at the same rate and
matures on the same date as the existing term loan facilities
under the 2007 Credit Facility. Interest on the incremental term
loan facility accrues at a rate per annum equal to, at the
option of the borrower, (a) adjusted LIBOR plus a margin
equal to (i) 2.00%, if the corporate family ratings and
corporate credit ratings of Operating by Moodys Investors
Service Inc. and Standard & Poors Rating
Services, are at least B1, and B+, respectively, in each case
with stable outlook or (ii) 2.25%, otherwise, as was the
case as of December 31, 2008, or (b) the greater of
the prime rate set by Wachovia Bank, National Association, or
the federal funds effective rate plus 0.50%, plus a margin
18
1.00% lower than that applicable to adjusted LIBOR-based loans.
Any voluntary or mandatory repayment of the First Amendment term
loans made with the proceeds of a new term loan entered into for
the primary purpose of benefiting from a margin that is less
than the margin applicable as a result of the First Amendment
will be subject to a 1.00% prepayment premium. The First
Amendment term loans are subject to a most favored
nation interest provision that grants the First Amendment
term loans an interest rate margin that is 0.25% less than the
highest margin of any future term loan borrowings under the 2007
Credit Facility.
As previously noted, the First Amendment also modified the
interest rates applicable to the term loans under the 2007
Credit Facility. Term loans thereunder accrue interest at a rate
per annum equal to, at the option of the Borrower,
(a) adjusted LIBOR plus a margin equal to 2.00% or
(b) the greater of the prime rate set by Wachovia Bank,
National Association, or the federal funds effective rate plus
0.50%, plus a margin equal to 1.00%. The terms of the previously
outstanding borrowings were also modified to include a 1.00%
prepayment premium corresponding to the prepayment premium
applicable to the First Amendment term loans and a corresponding
most favored nation interest provision.
Second
Amendment to 2007 Credit Facility
On February 3, 2009, GateHouse Media entered into a Second
Amendment to the 2007 Credit Facility (the Second
Amendment). The Second Amendment amends our Amended and
Restated Credit Agreement, dated as of February 27, 2007,
as amended by the First Amendment to Amended and Restated Credit
Agreement, dated as of May 7, 2007 (together, the
Credit Agreement), by and among Holdco, GateHouse
Media Operating, Inc. (the Subsidiary), GateHouse
Media Massachusetts I, Inc., GateHouse Media Massachusetts
II, Inc., ENHE Acquisition, LLC, each of those domestic
subsidiaries of Holdco identified as a Guarantor on
the signature pages of the Credit Agreement, and Wachovia Bank,
National Association, as administrative agent for the lenders.
Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed thereto in the Credit Agreement.
The Second Amendment, among other things, permits the Subsidiary
to repurchase term loans outstanding under the Credit Agreement
at prices below par through one or more Modified Dutch Auctions
through December 31, 2011, provided that: (a) no
Default or Event of Default under the Credit Agreement has
occurred and is continuing or would result from such
repurchases, (b) the sum of Unrestricted Cash and
Accessible Borrowing Availability under the Credit Agreement is
greater than or equal to $20,000,000; and (c) no Extension
of Credit is outstanding under the revolving credit facility
before or after giving effect to such repurchases. The Second
Amendment further provides that such repurchases may result in
the prepayment of term loans on a non-pro rata basis. No debt
repurchases are required to be made pursuant to the Second
Amendment and we cannot provide any assurances that any such
debt repurchases will be made or, if made, the prices at which
such repurchases will be made.
The Second Amendment also reduces the aggregate principal
amounts available under the Credit Agreement, as follows:
(a) for revolving loans, from $40,000,000 to $20,000,000;
(b) for the letter of credit subfacility, from $15,000,000
to $5,000,000; and (c) for the swingline loan subfacility,
from $10,000,000 to $5,000,000.
In addition, the Second Amendment provides that Holdco may not
incur additional term debt under the Credit Agreement unless the
Senior Secured Incurrence Test is less than 4.00 to 1 and the
current Incurrence Test is satisfied, as such terms are defined
in the Second Amendment.
We are currently in compliance with all of our covenants and
obligations under the 2007 Credit Facility and the 2008 Bridge
Facility. However, due to restrictive covenants and conditions
within each of the facilities, we currently do not have the
ability to draw upon the revolving credit facility portion of
the 2007 Credit Facility for any immediate short-term funding
needs or to incur additional long-term debt.
For fiscal 2008, GateHouse Media paid $63.8 million in
interest under the 2007 Credit Facility.
2008
Bridge Facility
On February 15, 2008, GateHouse Media Intermediate Holdco,
Inc., a subsidiary of GateHouse Media Holdco II, Inc.
(Holdco II) and GateHouse Media (collectively,
the Bridge Borrower) entered into the 2008 Bridge
Facility with Barclays Capital, as syndication agent, sole
arranger and book runner (Barclays).
19
The 2008 Bridge Facility provided for a $20.6 million term
loan facility subject to extensions through August 15,
2009. The Bridge Facility is secured by a first priority
security interest in all present and future capital stock of
Holdco owned by Holdco II and all proceeds thereof.
Borrowings under the 2008 Bridge Facility bear interest at a
floating rate equal to the LIBOR Rate (as defined in the 2008
Bridge Facility), plus an applicable margin. During the first
three months of the facility, until May 15, 2008, the
applicable margin was 8.00%. After May 15, 2008 and until
February 12, 2009 the applicable margin was 10.00%. After
the date of the Second Waiver and Amendment to 2008 Bridge
Facility (February 12, 2009) and until the maturity
date, the applicable margin is 12.00%.
No principal payments are due on the 2008 Bridge Facility until
the maturity date. The Bridge Borrower is required to prepay
borrowings under the 2008 Bridge Facility with (a) 100% of
the net cash proceeds from the issuance or incurrence of debt by
Holdco II and its restricted subsidiaries, (b) 100% of
the net cash proceeds from any issuances of equity by
Holdco II or any of its restricted subsidiaries and
(c) 100% of the net cash proceeds of asset sales and
dispositions by Holdco II and its subsidiaries, except, in
the case of each of clause (a), (b) and (c), to the extent
such required prepayment would contravene any provision of, or
cause a violation of or default under, the 2007 Credit Facility,
in which case such mandatory prepayment shall not be required.
The Bridge Borrower may voluntarily prepay the 2008 Bridge
Facility at any time.
The 2008 Bridge Facility contains affirmative and negative
covenants applicable to Holdco II and, in limited
circumstances, the Bridge Borrower and Holdco IIs
restricted subsidiaries, customarily found in loan agreements
for similar transactions, including restrictions on their
ability to incur indebtedness, create liens on assets, engage in
certain lines of business; engage in mergers or consolidations,
dispose of assets, make investments or acquisitions; engage in
transactions with affiliates, enter into sale leaseback
transactions, enter into negative pledges or pay dividends or
make other restricted payments. The 2008 Bridge Facility
contains customary events of default, including defaults based
on a failure to pay principal, reimbursement obligations,
interest, fees or other obligations, subject to specified grace
periods; a material inaccuracy of representations and
warranties; breach of covenants; failure to pay other
indebtedness and cross-accelerations; a Change of Control (as
defined in the 2008 Bridge Facility); events of bankruptcy or
insolvency; material judgments; failure to meet certain
requirements with respect to ERISA; and impairment of
collateral. Certain of the foregoing covenants are only
applicable to the extent they do not contravene any provision of
or cause a violation of or default under the 2007 Credit
Facility. In connection with the 2008 Bridge Facility,
Holdco II entered into a Pledge Agreement in favor of
Barclays, pursuant to which Holdco II pledges certain
assets for the benefit of the secured parties as collateral
security for the payment and performance of its obligations
under the 2008 Bridge Facility. The pledged assets include,
among other things (a) all present and future capital stock
or other membership, equity, ownership or profits interest of
the Bridge Borrower in all of its direct domestic restricted
subsidiaries and (b) 65% of the voting stock (and 100% of
the nonvoting stock) of all of the present and future first-tier
foreign subsidiaries.
As of December 31, 2008, a total of $17 million was
outstanding under the 2008 Bridge Facility.
As of December 31, 2008, Fortress Credit Opportunities, an
affiliate of Fortress, owns $8.5 million of the loans
comprising the 2008 Bridge Facility.
First
Waiver to 2008 Bridge Facility
On October 17, 2008, Holdco II entered into the First
Waiver to the 2008 Bridge Facility. The First Waiver waived
compliance by Holdco II with the Total Leverage Ratio (as
defined in the 2008 Bridge Facility) covenant, for the quarter
ended September 30, 2008. The Total Leverage Ratio (as
defined in the 2008 Bridge Facility) was required to be greater
than 7.25 to 1.00.
Second
Waiver and Amendment to 2008 Bridge Facility
On February 12, 2009, Holdco II entered into the
Second Waiver and Amendment to the 2008 Bridge Facility. The
Second Waiver and Amendment waived compliance by Holdco II
with the Total Leverage Ratio for the quarter ended
December 31, 2008. As mentioned above, the Second Waiver
and Amendment also set the applicable margin
20
for the 2008 Bridge Facility at 12.00% and established an
amortization schedule for the outstanding balance due under the
Bridge Facility as follows:
|
|
|
Installment
|
|
Principal Amount
|
|
May 31, 2009
|
|
$1,500,000
|
June 30, 2009
|
|
$1,500,000
|
July 31, 2009
|
|
$1,500,000
|
August 31, 2009
|
|
$1,500,000
|
September 30, 2009
|
|
$5,000,000
|
October 31, 2009
|
|
$2,000,000
|
November 30, 2009
|
|
$2,000,000
|
Term Loan Maturity Date
|
|
Remaining outstanding amounts
|
Furthermore, under the Second Waiver and Amendment to the 2008
Bridge Facility the covenant requiring compliance with the Total
Leverage Ratio was eliminated. The Bridge Borrower also agreed
to prepay the 2008 Bridge Facility in any month, and only to the
extent that, the month end cash balance exceeds the Projected
Cash Balance by $2,000,000.00, starting in May of 2009, and
agreed to make certain prepayments in the event of any voluntary
repurchase or prepayment of term loans under the 2007 Credit
Facility.
Investor
Rights Agreement
On October 24, 2006, GateHouse Media entered into an
Investor Rights Agreement with FIF III Liberty Holdings LLC, an
affiliate of Fortress (FIF III). The Investor Rights
Agreement provides FIF III with certain rights with respect to
the nomination of directors to GateHouse Medias Board as
well as registration rights for securities it owns. The Investor
Rights Agreement requires GateHouse Media to take all necessary
or desirable action within its control to elect to its Board so
long as FIF III and its permitted transferees beneficially own
(a) more than 50% of the voting power, four directors
nominated by FIG Advisors LLC, an affiliate of Fortress
(FIG Advisors), or such other party designated by
Fortress; (b) between 25% and 50% of the voting power,
three directors nominated by FIG Advisors; (c) between 10%
and 25% of the voting power, two directors nominated by FIG
Advisors; and (d) between 5% and 10% of the voting power,
one director nominated by FIG Advisors. In the event that any
designee of FIG Advisors shall for any reason cease to serve as
a member of the Board during his term of office, FIG Advisors
will be entitled to nominate an individual to fill the resulting
vacancy on the Board.
Pursuant to the Investor Rights Agreement, GateHouse Media
grants Fortress, for so long as it beneficially owns at least 5%
of its issued and outstanding common stock, demand
registration rights. Fortress is entitled to an aggregate of
four demand registrations. GateHouse Media is not required to
maintain the effectiveness of the registration statement for
more than 60 days. GateHouse Media is also not required to
effect any demand registration within six months of a firm
commitment underwritten offering to which the requestor
held piggyback rights and which included at least
50% of the securities requested by the requestor to be included.
GateHouse Media is not obligated to grant a request for a demand
registration within four months of any other demand registration
and may refuse a request for demand registration if, in its
reasonable judgment, it is not feasible to proceed with the
registration because of the unavailability of audited financial
statements.
For as long as Fortress beneficially owns an amount of at least
equal to 1% of GateHouse Medias issued and outstanding
common stock, Fortress also has piggyback
registration rights that allow Fortress to include the shares of
common stock that Fortress owns in any public offering of equity
securities initiated by GateHouse Media (other than those public
offerings pursuant to registration statements on
Forms S-4
or S-8) or
by any of GateHouse Medias other stockholders that may
have registration rights in the future. The
piggyback registration rights of Fortress are
subject to proportional cutbacks based on the manner of the
offering and the identity of the party initiating such offering.
GateHouse Media grants Fortress, for as long as Fortress
beneficially owns at least 5% or more of GateHouse Medias
common stock, the right to request shelf registrations on
Form S-3,
providing for an offering to be made on a continuous basis,
subject to a time limit on GateHouse Medias efforts to
keep the shelf registration statement
21
continuously effective and GateHouse Medias right to
suspend the use of a shelf registration prospectus for a
reasonable period of time (not exceeding 60 days in
succession or 90 days in the aggregate in any
12-month
period) if it determines that certain disclosures required by
the shelf registration statement would be detrimental to it or
its stockholders.
GateHouse Media agrees to indemnify Fortress against any losses
or damages resulting from any untrue statement or omission of
material fact in any registration statement or prospectus
pursuant to which Fortress sells shares of GateHouse
Medias common stock, unless such liability arose from
Fortress misstatement or omission, and Fortress has agreed
to indemnify GateHouse Media against all losses caused by its
misstatements or omissions. GateHouse Media will pay all
expenses incident to registration and Fortress will pay its
respective portions of all underwriting discounts, commissions
and transfer taxes relating to the sale of its shares under such
a registration statement.
Other
Investment Activities of the Principal Shareholder
The Fortress shareholders and their affiliates engage in a broad
spectrum of activities, including investment advisory
activities, and have extensive investment activities that are
independent from and may from time to time conflict with ours.
Fortress and certain of its affiliates are, or sponsor, advise
or act as investment manager to, investment funds, portfolio
companies of private equity investment funds and other persons
or entities that have investment objectives that may overlap
with GateHouse Media and that may, therefore, compete with us
for investment opportunities.
EXECUTIVE
OFFICERS
Michael E. Reed (42) became our Chief Executive
Officer in February 2006 and became a director in October 2006.
He was formerly the President and Chief Executive Officer of
Community Newspaper Holdings, Inc. (CNHI) and had
served in that capacity since 1999. Mr. Reed served as
CNHIs Chief Financial Officer from 1997 to 1999. Prior to
that, he worked for Park Communications, Inc., a multimedia
company, located in Ithaca, New York. Mr. Reed
currently serves on the board of directors for the Associated
Press and he is also the Chairman of the Audit Committee for the
Associated Press. He also serves on the board of directors for
the Newspaper Association of America. Mr. Reed is currently
a member of the Board of Visitors of the University of
Alabamas College of Communication and Information Sciences
and is a member of the Grady College Journalism Schools
Board of Advisors.
Melinda A. Janik (52) became our Senior Vice
President and Chief Financial Officer in February 2009. She
formerly served as an officer and Vice President and Controller
of Paychex, Inc., a provider of payroll and human resource
services, from March 2005 to January 2009. Prior to joining
Paychex, Inc., she served as Senior Vice President and Chief
Financial Officer for Glimcher Realty Trust, a mall Real Estate
Investment Trust based in Columbus, Ohio, from July 2002 to
March 2004. From February 1999 to July 2002 Ms. Janik was
Vice President and Treasurer of NCR Corporation, a technology
company based in Dayton, Ohio. She holds an MBA in finance and
accounting and a bachelors degree in chemistry from the
State University of New York at Buffalo.
Mark Maring (42) became the Companys Vice
President of Investor Relations and Strategic Development in
March 2008 and became the Companys Treasurer in February
2009. Mr. Maring also served as the Companys Interim
Chief Financial Officer from August 2008 to February 2009. He
was formerly a Vice President of Mendon Capital Advisors Corp, a
registered investment advisor, from 2004 through March 2008
where his responsibilities included risk management and hedging
strategies. From 2000 to 2004 Mr. Maring was Vice President
Investor Relations for Constellation Brands, Inc.
(Constellation) an international producer and
marketer of beverage alcohol brands. Mr. Maring also served
as Constellations Director of Planning from 1997 to 2000.
From 1992 to 1997, Mr. Maring worked with the accounting
firm Arthur Andersen LLP. From 1987 to 1992 he worked for The
Chase Manhattan Bank, N.A. in investment banking.
Mr. Maring is a certified public accountant and holds a
masters degree in finance and accounting, from the Simon
School of Business at the University of Rochester and a B.S.
from St. John Fisher College.
Kirk Davis (47) became the Companys President
and Chief Operating Officer in January 2009. Mr. Davis has
been with the Company since 2006, serving as the Chief Executive
Officer of GateHouse Media New England. Prior to joining the
Company, Mr. Davis served as the Chief Executive Officer of
Enterprise NewsMedia (ENM), also known as the
22
South of Boston Media Group, from 2004 to 2006. Prior to that,
Mr. Davis served as Vice President of Publishing for Turley
Publications from 2002 to 2004. In 2001 Mr. Davis formed
Cracked Rock Media, Inc. and began acquiring newspapers in
Central Massachusetts. Mr. Davis still owns Cracked Rock
Media, but has no day-to-day operational involvement. Prior to
that, Mr. Davis served as President of Community Newspaper
Company (CNC) from 1998 to 2001. Mr. Davis also
served as President of a newspaper group in the Boston area (TAB
Newspapers), which was part of CNC, from 1996 to 1998.
Mr. Davis also served as a Publisher and managed newspaper
companies in Pennsylvania, Massachusetts and California from
1990 to 1996. Mr. Davis also served as Vice President of
Circulation and Marketing for Ingersoll Publications from 1985
to 1990. Mr. Davis attended Wright State University and
Ohio University. He is past chairman of the board for the
Suburban Newspapers of America (SNA) and currently serves as
chairman of the SNA Foundation. He also serves on the board of
governors of the New England Newspaper Association. Last year
Mr. Davis was elected to the board of the Audit Bureau of
Circulations.
Polly G. Sack (49) became our Vice President,
Secretary and General Counsel in May 2006. Ms. Sack was
named a Senior Vice President of the Company in February 2009.
She was formerly Senior Vice President and Director of Mergers
and Acquisitions of IMG Worldwide, Inc. (IMG), a
global sports, media and entertainment company, and had served
in that capacity since 2001. Ms. Sack also served as
IMGs associate counsel and a vice president from 1992 to
2001. Prior to that, she worked in private practice for a major
international law firm. Ms. Sack holds bachelors
degrees in civil engineering and mathematics and a masters
degree in civil engineering, in addition to a law degree.
Gene A. Hall (57) became our Executive Vice
President in March 2006 and has primary responsibility for our
Northern Midwest Region. He was appointed our Senior Vice
President in January 1998. Prior to his employment with us, he
served as a Senior Vice President of APC from 1992 to 1998.
Prior to 1992, he served as a regional manager and had been
employed at APC since 1988. Prior to his employment at APC,
Mr. Hall was the owner and publisher of the Charles City
Press Six County Shopper and The Extra in Charles
City, Iowa, which GateHouse Media currently owns. Mr. Hall
has more than 37 years of experience in the newspaper
industry.
COMPENSATION
DISCUSSION AND ANALYSIS
The following Compensation Discussion and Analysis describes the
material elements of compensation for those executive officers
identified in the Summary Compensation Table (the Named
Executive Officers).
Objectives
of Our Compensation Program
The primary objective of GateHouse Medias executive
compensation program is to attract and retain executives with
the requisite skills and experience to help us achieve our
business mission and develop, expand and execute business
opportunities. The Board believes that the most effective
executive compensation program is one that is designed to reward
the achievement of specific annual, long-term and strategic
goals. The Board seeks to align the executives interests
with those of our stockholders by rewarding performance above
established goals, with the ultimate objective of improving
stockholder value. The Board evaluates both performance and
compensation to ensure that GateHouse Media maintains its
ability to attract and retain superior employees in key
positions and that compensation provided to key employees
remains competitive relative to the compensation paid to
similarly situated executives of peer companies. To that end,
the Board believes executive compensation packages provided by
GateHouse Media to its executives, including the Named Executive
Officers, should include both cash and stock-based compensation
that reward performance as measured against established goals.
Based on the foregoing objectives, the Board has structured
GateHouse Medias annual and long-term incentive-based cash
and non-cash executive compensation to motivate executives to
achieve the business goals set by GateHouse Media and reward the
executives for achieving such goals.
GateHouse Media seeks to achieve these objectives through three
key compensation elements:
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a base salary;
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a performance-based annual bonus (i.e., short-term incentives),
which may be paid in cash, shares of stock or a combination of
both; and
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23
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periodic grants of long-term, equity-based compensation (i.e.,
longer-term incentives), such as restricted stock units
and/or
restricted stock, which may be subject to performance based
and/or
time-based vesting requirements.
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Executive
Compensation Practices
GateHouse Medias practices with respect to each of the
three key compensation elements identified above, as well as
other elements of compensation, are set forth below.
Base
Salary
Executive officer base salaries are based on job
responsibilities, the individuals value to GateHouse Media
and individual performance with respect to market
competitiveness. The salaries of our Named Executive Officers
named in the Summary Compensation Table are determined by either
an employment agreement, or an offer letter or the Board. The
agreements are described under Employment Agreements
below.
Annual
Bonus Incentives for Named Executive Officers
Each of the Named Executive Officers has either an annual target
or non-target bonus that is performance-linked and based upon
the achievement of certain performance goals as agreed to by the
Named Executive Officer and the Board. The bonus is payable in
GateHouse Medias common stock or cash or a combination
thereof. Any bonus that is payable in common stock (a
Restricted Stock Bonus) vests over a specified
period.
The annual bonus process for the Named Executive Officers
involves four basic steps:
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At the start of the fiscal year:
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(a) GateHouse Media-wide annual performance goals are
established;
(b) Individual performance measures are
established; and
(c) The Board establishes a target bonus for certain Named
Executive Officers.
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After the end of the fiscal year:
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(d) The Board measures actual performance (individual and
GateHouse Media-wide) against the predetermined performance
goals and measures to determine the appropriate adjustment to
the target bonus (if applicable), as well as other performance
considerations related to unforeseen events during the year.
These four steps are described in more detail below:
(a) Setting GateHouse Media-wide annual performance
goals. Early in each fiscal year, the Board
working with senior management sets overall performance goals
for GateHouse Media. In determining the extent to which the
pre-set performance goals are met for a given period, the Board
exercises its judgment whether to reflect or exclude the impact
of changes in accounting principles and extraordinary, unusual
or infrequently occurring events.
(b) Setting individual performance
measures. As it sets GateHouse Media-wide
performance goals, the Board also sets individual performance
measures for each Named Executive Officer. These measures allow
the Board to play a more proactive role in identifying
performance objectives beyond purely financial measures,
including, for example, exceptional performance of each
individuals functional responsibilities as well as
leadership, creativity and innovation, collaboration,
development and implementation of growth initiatives and other
activities that are critical to driving long-term value for
stockholders.
(c) Setting a target bonus. The Board
establishes a target bonus amount for that particular Named
Executive Officer. The target bonus takes into account all
factors that the Board deems relevant, including the
Boards assessment of the aggressiveness of the level of
growth reflected in GateHouse Medias annual operating plan.
24
(d) Measuring performance. After the end
of the fiscal year, the Board reviews GateHouse Medias
actual performance against each of the performance goals
established at the outset of the year. The Board makes an
assessment of performance against the individual goals set at
the outset of the year as well as the Named Executive
Officers performance in relation to any extraordinary
events or transactions. This assessment allows bonus decisions
to take into account each Named Executive Officers
personal performance and contribution during the year. The
amount of the bonus may be adjusted up or down depending on the
level of performance against the individual goals. Certain of
our Named Executive Officers employment agreements or
offer letters permit the Board to determine whether annual
bonuses will be paid in a Restricted Stock Bonus or cash or a
combination thereof. The Board may also determine whether the
annual bonuses paid to those Named Executive Officers without an
employment agreement or an offer letter will be paid in a
Restricted Stock Bonus or cash or a combination thereof.
Long-Term
Incentive Compensation
The long-term incentive program provides a periodic award
(typically annual) that is performance-based. The objective of
the program is to directly align compensation for Named
Executive Officers over a multi-year period with the interests
of stockholders of GateHouse Media by motivating and rewarding
creation and preservation of long-term stockholder value. The
level of long-term incentive compensation is determined based on
an evaluation of competitive factors in conjunction with total
compensation provided to Named Executive Officers and the goals
of the compensation program described above.
Restricted
Share Grants
Each of the Named Executive Officers, with the exception of
Mr. Maring, has entered into a management stockholder
agreement (the Management Stockholder Agreements)
pursuant to which they were awarded restricted share grants.
Under the Management Stockholder Agreements, the restricted
share grants are subject to a five-year vesting schedule, with
one-third of the shares vesting on each of the third, fourth and
fifth anniversaries from the grant date. In addition
Messrs. Reed, Hall and Champion also purchased additional
restricted shares of GateHouse Media common stock which are also
subject to the Management Stockholder Agreements.
Following the adoption of the Incentive Plan in October 2006,
additional restricted share grants were awarded to certain of
our Named Executive Officers under the Incentive Plan in each of
2006, 2007 and 2008. The majority of the restricted share grants
granted under the Incentive Plan vest in one-third increments on
each of the first, second and third anniversaries of the grant
date.
During the applicable vesting period, a Named Executive Officer
holding restricted share grants has all the rights of a
stockholder, including, without limitation, the right to vote
and the right to receive all dividends or other distributions
(at the same rate and on the same terms as all other
stockholders). During 2008, certain of our Named Executive
Officers received the following dividends on unvested restricted
share grants: Mr. Reed received $188,875.00,
Mr. Champion received $101,295.00, Mr. Thompson
received $20,685.80, Mr. Hall received $95,034.60 and
Ms. Sack received $20,447.20. During the second quarter of
2008 the Company temporarily suspended the payment of quarterly
dividends to stockholders.
Deferred
Compensation Programs
GateHouse Media maintains the Liberty Group Publishing, Inc.
Executive Benefit Plan (Executive Benefit Plan), a
nonqualified deferred compensation plan for the benefit of
certain key employees. Under the Executive Benefit Plan,
GateHouse Media credits an amount, determined at GateHouse
Medias sole discretion, to a bookkeeping account
established for each participating key employee. The bookkeeping
account is credited with earnings and losses based upon the
investment choices selected by the participant.
The amounts credited to the bookkeeping account on behalf of
each participating key employee vest on an installment basis
over a period of five years. A participating key employee
forfeits all amounts under the Executive Benefit Plan in the
event that his or her employment is terminated for
cause as defined in the Executive Benefit Plan.
Amounts credited to a participating key employees
bookkeeping account are distributable upon termination
25
of the key employees employment, and will be made in a
lump sum or installments as elected by the key employee. The
Executive Benefit Plan was frozen effective as of
December 31, 2006, and all accrued benefits of participants
under the terms of the Executive Benefit Plan became 100% vested.
GateHouse Media also maintains the Liberty Group Publishing,
Inc. Executive Deferral Plan (Executive Deferral
Plan), a nonqualified deferred compensation plan for the
benefit of certain key employees. Under the Executive Deferral
Plan, eligible key employees may elect to defer a portion of
their compensation for payment at a later date. Currently, the
Executive Deferral Plan allows a participant to defer up to 100%
of his or her annual compensation until termination of
employment or such earlier period as elected by the participant.
Amounts deferred are credited to a bookkeeping account
established for this purpose. The bookkeeping account is
credited with earnings and losses based upon the investment
choices selected by the participant. Amounts deferred under the
Executive Deferral Plan are fully vested and non-forfeitable.
The amounts in the bookkeeping account are payable to the
participant at the time and in the manner elected by the
participant.
Benefits
and Perquisites
The Board supports providing benefits and perquisites to our
Named Executive Officers that are substantially the same as
those offered to other officers of GateHouse Media at the
executives level, including vacation, sick time,
participation in GateHouse Medias medical, dental and
insurance programs, all in accordance with the terms of such
plans and program in effect from time to time.
Policy
With Respect to the $1 Million Deduction Limit
Section 162(m) of the Internal Revenue Code generally
disallows a tax deduction to public corporations for
compensation over $1,000,000 paid for any fiscal year to the
corporations chief executive officer and four other most
highly compensated executive officers as of the end of the
fiscal year. However, the statute exempts qualifying
performance-based compensation from the deduction limit if
certain requirements are met.
The Board designs certain components of Named Executive Officer
compensation to permit full deductibility. The Board believes,
however, that our stockholder interests are best served by not
restricting its discretion and flexibility in crafting
compensation programs, even though such programs may result in
certain non-deductible compensation expenses.
COMPENSATION
REPORT
Since December 19, 2008, the date that the Compensation
Committee was discharged, the Board, with the exception of
Michael Reed, has assumed those functions carried out by the
Compensation Committee. These functions include, evaluating and
establishing compensation for GateHouse Medias executive
officers and overseeing other management incentive, benefit and
perquisite programs. Management has the primary responsibility
for GateHouse Medias financial statements and reporting
process, including the disclosure of executive compensation.
With this in mind, the Board has reviewed and discussed with
management the Compensation Discussion and Analysis found on
pages 23-26
of this proxy statement. The Board is satisfied that the
Compensation Discussion and Analysis fairly represents the
philosophy, intent and actions of the Board with regard to
executive compensation, and on that basis, the Compensation
Discussion and Analysis be included in this proxy statement.
BOARD OF DIRECTORS
Wesley R. Edens
Kevin Sheehan
Burl Osborne
Richard L. Friedman
26
COMPENSATION
OF EXECUTIVE OFFICERS
Summary
Compensation Table
The following table provides information concerning total
compensation earned or paid to the Chief Executive Officer, the
Chief Financial Officers and the three other most
highly-compensated executive officers of the Company who served
in such capacities for the fiscal year ended December 31,
2008. These six officers are referred to as the Named Executive
Officers in this proxy statement.
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Change in
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Pension
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Value and
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Restricted
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Nonqualified
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Stock
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Deferred
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All Other
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Total
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Salary
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Bonus(1)
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Units(2)
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Compensation
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Compensation(3)
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Compensation
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Name and Principal Position
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Year
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($)
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($)
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($)
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Earnings
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($)
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($)
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Michael E. Reed
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2008
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$
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500,000
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$
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374,118
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$
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874,118
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Chief Executive Officer
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2007
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500,000
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$
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350,000
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75,633
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925,633
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2006
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442,308
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200,000
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4,299,000
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$
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1,516,560
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6,457,868
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Scott T. Champion
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2008
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$
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200,000
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$
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149,652
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$
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349,652
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President and Chief Operating
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2007
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200,000
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$
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100,000
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75,633
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375,633
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Officer(4)
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2006
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200,000
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200,000
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143,300
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543,300
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Mark R. Thompson
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2008
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$
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203,000
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$
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202,032
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$
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405,032
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Chief Financial Officer(5)
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2007
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250,000
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$
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200,000
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75,633
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$
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78,964
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604,597
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2006
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152,384
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200,000
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413,979
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766,363
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Mark Maring
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2008
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$
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161,000
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(6
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$
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956,451
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$
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1,117,451
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Interim Chief Financial Officer(5) and Vice President of
Investor Relations and Strategic Development
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Polly G. Sack
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2008
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$
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260,000
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$
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187,072
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$
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447,072
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Senior Vice President, Secretary
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2007
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225,000
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$
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200,000
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75,633
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$
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81,006
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581,639
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and General Counsel
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2006
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133,345
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200,000
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413,979
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37,225
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784,549
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Gene A. Hall
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2008
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$
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200,000
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$
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224,479
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$
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424,479
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Executive Vice President
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(1) |
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On March 12, 2009, awards of annual cash bonuses to certain
Named Executive Officers were declared, as set forth below. It
is anticipated that such bonuses will be paid out late in the
first quarter or early in the second quarter of 2009. |
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Named Executive Officer
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Cash Bonus
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Michael E. Reed
Chief Executive Officer
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$
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50,000
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Scott T. Champion
President and Chief Operating Officer
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$
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50,000
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Mark Maring
Treasurer and Vice President of Investor
Relations and Strategic Development
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$
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70,000
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Polly G. Sack
Senior Vice President, Secretary and
General Counsel
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$
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75,000
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Gene A. Hall
Executive Vice President
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$
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50,000
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(2) |
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The dollar value of restricted stock set forth in this column is
equal to the weighted-average grant date fair value recognized
during 2008 for financial statement purposes in accordance with
FAS 123R. This valuation method values restricted stock
granted during 2008 and previous years. A discussion of the
assumptions used in |
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calculating the compensation cost is set forth in Note (2)(a) of
the Notes to Consolidated Financial Statements of our 2008
Annual Report on
Form 10-K.
Information regarding the shares of restricted stock granted to
certain of our Named Executive Officers during 2008 is set forth
in the Grants of Plan-Based Awards table. The Grants of
Plan-Based Awards table sets forth the grant date fair value of
the restricted stock granted during 2008 computed in accordance
with FAS 123R. |
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(3) |
|
In 2007, all Other Compensation for Mr. Thompson included:
(i) relocation benefits of $60,433 and (ii) $18,531
tax
gross-up. In
2007, all Other Compensation for Ms. Sack included:
(i) relocation benefits of $51,961, (ii) $26,616 tax
gross-up and
(iii) GateHouse Media-paid life insurance premiums of
$2,429. In 2006, all Other Compensation for Mr. Reed
included (i) a one-time sign-on bonus of $1,500,000 and
(ii) relocation benefits of $16,560. In 2006, all Other
Compensation for Ms. Sack included (i) relocation
benefits of $33,475 and (ii) GateHouse Media-paid life
insurance premiums of $3,750. |
|
(4) |
|
Mr. Champion resigned as President and Chief Operating
Officer effective January 9, 2009. Mr. Champion is
currently serving as a Regional Manager for the Company. |
|
(5) |
|
Mr. Thompson resigned as Vice President, Chief Financial
Officer and Treasurer effective August 19, 2008.
Mr. Maring was appointed Interim Chief Financial Officer
effective August 19, 2008, in addition to his duties as
Vice President of Investor Relations and Strategic Development.
Effective February 2, 2009, Mr. Maring no longer
served as the Companys Interim Chief Financial Officer and
is currently serving as the Treasurer and Vice President of
Investor Relations and Strategic Development. |
|
(6) |
|
For fiscal year 2008, Mr. Maring was to receive a cash
bonus of not less than $70,000, which bonus is included in
footnote (1) above. |
Grants of
Plan-Based Awards
We have provided the following Grants of Plan-Based Awards table
to provide additional information about annual cash incentive
compensation, stock options and restricted share awards granted
to our Named Executive Officers during the year ended
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All other
|
|
|
All other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Stock
|
|
|
All other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Number
|
|
|
Awards:
|
|
|
Exercises
|
|
|
Grant
|
|
|
|
|
|
|
Estimated Possible Payout
|
|
|
Estimated Future Payouts
|
|
|
of
|
|
|
of
|
|
|
Number
|
|
|
or Base
|
|
|
Date Fair
|
|
|
|
|
|
|
Under Non-Equity Incentive
|
|
|
Under Equity
|
|
|
Shares of
|
|
|
Shares of
|
|
|
of
|
|
|
Price of
|
|
|
Value of
|
|
|
|
|
|
|
Plan Awards
|
|
|
Incentive Plan Awards
|
|
|
Stock or
|
|
|
Stock or
|
|
|
Securities
|
|
|
Options
|
|
|
Stock and
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units(1)
|
|
|
Units(2)
|
|
|
Underlying
|
|
|
Awards
|
|
|
Option
|
|
Name
|
|
Date
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
(#)
|
|
|
Options (#)
|
|
|
($/Sh)
|
|
|
Awards(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Reed
|
|
|
1/3/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,867
|
|
|
|
5,967
|
|
|
|
|
|
|
|
|
|
|
$
|
243,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott T. Champion
|
|
|
1/3/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,967
|
|
|
|
5,967
|
|
|
|
|
|
|
|
|
|
|
$
|
97,501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Thompson
|
|
|
1/3/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,934
|
|
|
|
4,177
|
|
|
|
|
|
|
|
|
|
|
$
|
131,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Maring
|
|
|
4/4/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
76,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
450,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polly G. Sack
|
|
|
1/3/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,934
|
|
|
|
2,984
|
|
|
|
|
|
|
|
|
|
|
$
|
121,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gene A. Hall
|
|
|
1/3/08
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,934
|
|
|
|
5,967
|
|
|
|
|
|
|
|
|
|
|
$
|
146,251
|
|
|
|
|
(1) |
|
The amounts set forth in this column reflect the number of
restricted share grants granted under the Incentive Plan. These
grants all have a three-year vesting schedule. With the
exception of Mr. Marings grant, one-third of the shares
vest on each of the first, second and third anniversaries from
the grant date. The shares under Mr. Marings grant
vest on each of the third, fourth and fifth anniversaries from
the grant date. |
|
(2) |
|
The amounts set forth in this column reflect the number of
restricted share grants granted under the Incentive Plan which
vested on April 15, 2008. |
|
(3) |
|
The dollar value of restricted shares disclosed in this column
represent the market value of the full 2008 awards indicated,
calculated in accordance with FAS 123R. These numbers are
calculated by multiplying the closing price of GateHouse Media
common stock on the New York Stock Exchange on the date of grant
by the number of restricted shares awarded. |
28
Outstanding
Equity Awards at Fiscal Year-End
In addition, we have provided the following Outstanding Equity
Awards at Fiscal Year-End table to summarize the equity awards
made to our Named Executive Officers which are outstanding as of
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Value of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive Plan
|
|
|
Unearned
|
|
|
|
Option Awards
|
|
|
|
|
|
Market Value
|
|
|
Awards:
|
|
|
Shares,
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
|
|
of Shares
|
|
|
Number of
|
|
|
Units or
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Number of
|
|
|
or Units of
|
|
|
Unearned
|
|
|
Other
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Shares or Units
|
|
|
Stock that
|
|
|
Shares, Units or
|
|
|
Rights that
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
of Stock that
|
|
|
have not
|
|
|
other Rights
|
|
|
have not
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Expiration
|
|
|
have not Vested
|
|
|
Vested(1)
|
|
|
that have not
|
|
|
Vested
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
Vested (#)
|
|
|
($)
|
|
|
Michael E. Reed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(2)
|
|
$
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(3)
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(4)
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,818
|
(5)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,817
|
(6)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,956
|
(7)
|
|
|
318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,956
|
(8)
|
|
|
318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,955
|
(9)
|
|
|
318
|
|
|
|
|
|
|
|
|
|
Scott T. Champion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(10)
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(11)
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333
|
(12)
|
|
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,333
|
(13)
|
|
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,334
|
(14)
|
|
|
133
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,818
|
(5)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,817
|
(6)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,989
|
(7)
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,989
|
(8)
|
|
|
80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,989
|
(9)
|
|
|
80
|
|
|
|
|
|
|
|
|
|
Mark R. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Maring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,424
|
(15)
|
|
$
|
1,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,424
|
(16)
|
|
|
1,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,424
|
(17)
|
|
|
1,017
|
|
|
|
|
|
|
|
|
|
Polly G. Sack
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(19)
|
|
$
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(20)
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,000
|
(21)
|
|
|
200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,630
|
(18)
|
|
|
185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,818
|
(5)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,817
|
(6)
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(7)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(8)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(9)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
Gene A. Hall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(10)
|
|
$
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,000
|
(11)
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
909
|
(5)
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
909
|
(6)
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(7)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(8)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,978
|
(9)
|
|
|
159
|
|
|
|
|
|
|
|
|
|
29
|
|
|
(1) |
|
The amounts set forth in this column equal the number of shares
of restricted stock indicated multiplied by the closing price of
our common stock ($0.04) on December 31, 2008, the last
trading day of 2008. There can be no assurance that the amounts
shown in the table will ever be realized by the Named Executive
Officer. |
|
(2) |
|
Shares of restricted stock vest on March 1, 2009. |
|
(3) |
|
Shares of restricted stock vest on March 1, 2010. |
|
(4) |
|
Shares of restricted stock vest on March 1, 2011. |
|
(5) |
|
Shares of restricted stock vest on January 2, 2009. |
|
(6) |
|
Shares of restricted stock vest on January 2, 2010. |
|
(7) |
|
Shares of restricted stock vest on January 3, 2009. |
|
(8) |
|
Shares of restricted stock vest on January 3, 2010. |
|
(9) |
|
Shares of restricted stock vest on January 3, 2011. |
|
(10) |
|
Shares of restricted stock vent on June 6, 2009. |
|
(11) |
|
Shares of restricted stock vest on June 6, 2010. |
|
(12) |
|
Shares of restricted stock vest on March 1, 2009. |
|
(13) |
|
Shares of restricted stock vest on March 1, 2010. |
|
(14) |
|
Shares of restricted stock vest on March 1, 2011. |
|
(15) |
|
Shares of restricted stock vest on April 4, 2011. |
|
(16) |
|
Shares of restricted stock vest on April 4, 2012. |
|
(17) |
|
Shares of restricted stock vest on April 4, 2013. |
|
(18) |
|
Shares of restricted stock vest on October 26, 2009. |
|
(19) |
|
Shares of restricted stock vest on May 17, 2009. |
|
(20) |
|
Shares of restricted stock vest on May 17, 2010. |
|
(21) |
|
Shares of restricted stock vest on May 17, 2011. |
Option
Exercises and Stock Vested
We have provided the following Option Exercises and Stock Vested
table to provide additional information about the value realized
by our Named Executive Officers on option award exercises and
stock award vesting during the year ended December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
Value
|
|
|
Shares
|
|
|
|
|
|
|
Acquired on
|
|
|
Realized
|
|
|
Acquired on
|
|
|
Value Realized
|
|
Name
|
|
Exercise
|
|
|
on Exercise
|
|
|
Vesting (#)
|
|
|
on Vesting ($)
|
|
|
Michael E. Reed
|
|
|
|
|
|
|
|
|
|
|
7,785
|
|
|
$
|
49,747
|
|
Scott T. Champion
|
|
|
|
|
|
|
|
|
|
|
57,785
|
|
|
|
234,747
|
|
Mark R. Thompson
|
|
|
|
|
|
|
|
|
|
|
5,995
|
|
|
|
39,383
|
|
Mark Maring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polly G. Sack
|
|
|
|
|
|
|
|
|
|
|
9,432
|
|
|
|
32,753
|
|
Gene A. Hall
|
|
|
|
|
|
|
|
|
|
|
56,876
|
|
|
|
227,148
|
|
30
Pension
Benefits
GateHouse Media does not offer retirement benefits to any of its
Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Years
|
|
|
Present Value of
|
|
|
Payments
|
|
Name
|
|
Plan Name
|
|
|
Credited Service
|
|
|
Accumulated Benefit
|
|
|
During 2008
|
|
|
Michael E. Reed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott T. Champion
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Maring
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Polly G. Sack
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gene A. Hall
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
Deferred Compensation
The following Nonqualified Deferred Compensation table sets
forth information with respect to contributions to and
withdrawals from the Liberty Group Publishing, Inc. Executive
Deferral Plan
and/or the
Liberty Group Publishing, Inc. Executive Benefit Plan to our
Named Executive Officers during fiscal year ended
December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
Withdrawals/
|
|
|
Aggregate
|
|
|
|
Contributions
|
|
|
Contributions
|
|
|
Earnings in
|
|
|
Distributions(2)
|
|
|
Balance at
|
|
Name
|
|
in 2008(1) ($)
|
|
|
in 2008 ($)
|
|
|
2008(1) ($)
|
|
|
($)
|
|
|
12/31/08 ($)
|
|
|
Michael E. Reed
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Scott T. Champion
|
|
$
|
18,000
|
|
|
|
-0-
|
|
|
$
|
(127,882
|
)
|
|
|
-0-
|
|
|
$
|
266,108
|
|
Mark R. Thompson
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Mark Maring
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Polly G. Sack
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
Gene A. Hall
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
(12,124
|
)
|
|
|
-0-
|
|
|
|
40,420
|
|
|
|
|
(1) |
|
No amounts reported in these columns are reported as
compensation in the 2008 Summary Compensation Table. |
|
(2) |
|
Pursuant to the transitional rules promulgated by the IRS,
Messrs. Champion and Hall each irrevocably elected to
withdraw funds from their Plan accounts in fourth quarter 2008.
Such withdrawals were not actually paid out until
January 30, 2009. |
Employment
Agreements
Michael
E. Reed
Mr. Reed is employed as Chief Executive Officer of
GateHouse Media pursuant to an employment agreement effective as
of January 30, 2006. Under this agreement, he has the
duties and responsibilities customarily exercised by the person
serving as chief executive officer of a company the size and
nature of GateHouse Media.
Pursuant to his employment agreement, which has an initial
three-year term with an automatic one-year renewal unless
GateHouse Media or Mr. Reed gives notice of non-renewal
within ninety days prior to the end of the term, Mr. Reed
receives an annual base salary of $500,000. Mr. Reed also
is eligible for an annual, performance-based bonus. The
agreement provides that Mr. Reed is eligible to receive an
annual target bonus of $200,000 upon the achievement of certain
performance goals agreed to by Mr. Reed and GateHouse
Medias Board. The bonus is payable in either GateHouse
Medias common stock or cash in the discretion of the
Board, provided that no more than 50% of the bonus shall be
payable in GateHouse Medias common stock without
Mr. Reeds approval. Any Restricted Stock Bonus will
vest ratably on the third, fourth and fifth anniversaries of the
grant date. For fiscal year 2006 only, Mr. Reed received a
sign-on cash bonus of $1,500,000.
Mr. Reeds employment agreement also provided for the
reimbursement of his reasonable relocation expenses.
31
Pursuant to his employment agreement, Mr. Reed also
received a one-time grant of 300,000 shares of restricted
common stock (the Initial Stock Grant). On
March 1, 2009, one-third of the Initial Stock Grant vested;
the remainder will vest ratably on March 1, 2010 and
March 1, 2011 (the fourth and fifth anniversaries of his
employment agreements effective date).
Scott
T. Champion
Mr. Champion is currently employed as a Regional Manager
for GateHouse Media. From June 6, 2005 to January 9,
2009, Mr. Champion served as President and Chief Operating
Officer of GateHouse Media. Pursuant to an employment agreement
effective as of June 6, 2005, Mr. Champion was
employed as President and Chief Operating Officer of GateHouse
Media, with the duties and responsibilities customarily
exercised by the person serving as President and Chief Operating
Officer of a company of the size and nature of GateHouse Media.
Pursuant to his employment agreement, which has an initial
three-year term with an automatic one-year renewal unless
GateHouse Media or Mr. Champion gives notice of non-renewal
within ninety days prior to the end of the term,
Mr. Champion receives an annual base salary of $200,000.
Mr. Champions annual base salary shall be reviewed on
an annual basis and adjusted at the Companys sole
discretion. Mr. Champion also is eligible for an annual,
performance-based target bonus of $200,000 based upon the
achievement of certain performance goals agreed to by
Mr. Champion and GateHouse Medias Board. The bonus
may be a Restricted Stock Bonus. Mr. Champion has the right
to receive the lesser of: (a) 50% of the annual target
bonus paid in GateHouse Medias common stock or
(b) $100,000 of such bonus payable in cash.
Pursuant to his employment agreement, Mr. Champion received
an Initial Stock Grant of 150,000 shares. On June 6,
2008, one-third of the Initial Stock Grant vested; the remainder
will vest ratably on June 6, 2009 and June 6, 2010
(the fourth and fifth anniversaries of his employment
agreements effective date).
Mark
Maring
Mr. Maring is currently employed as the Treasurer and Vice
President of Investor Relations and Strategic Development of
GateHouse Media. From August 19, 2008 to February 2,
2009, Mr. Maring also served as the Interim Chief Financial
Officer of GateHouse Media. Pursuant to an offer letter
effective as of February 6, 2008, Mr. Maring was
initially employed as Vice President of Investor Relations and
Strategic Development of GateHouse Media, with the duties and
responsibilities customarily exercised by the person serving as
Vice President of Investor Relations and Strategic Development
of a company of the size and nature of GateHouse Media.
Pursuant to his offer letter, which has no guaranteed term of
employment or renewal provision, Mr. Marings initial
annual base salary is at the rate of $200,000 per year. For
fiscal year 2008, Mr. Maring received $161,000 in base
salary. Mr. Maring also is eligible for an annual bonus
based on achievement of annually agreed upon targets, of up to
70% of base pay. This bonus will be paid with a combination of
cash and restricted stock and is subject to approval by the
Board. For fiscal year 2008, Mr. Maring was to receive a cash
bonus of not less than $70,000.
Pursuant to his offer letter, Mr. Maring also received an
Initial Stock Grant of 76,272 shares.
Mr. Marings Initial Stock Grant was issued under the
Incentive Plan. Such grant vests ratably on April 4, 2011,
April 4, 2012 and April 4, 2013.
Mark
Thompson
Mr. Thompson was employed as the Chief Financial Officer of
GateHouse Media pursuant to an employment agreement effective as
of May 10, 2006. Mr. Thompson resigned from GateHouse
Media effective August 19, 2008. Under his employment
agreement Mr. Thompson had the duties and responsibilities
that were customarily exercised by a person serving as chief
financial officer of a company of the size and nature of
GateHouse Media.
Pursuant to his employment agreement, which has no guaranteed
term of employment or renewal provision,
Mr. Thompsons annual base salary shall be reviewed on
an annual basis and adjusted in the Companys sole
discretion. For fiscal year 2008, Mr. Thompsons
annual base salary was at the rate of $260,000. For fiscal year
2008, Mr. Thompson received $203,000 in base salary.
Mr. Thompson was also eligible for an annual, performance-
32
based bonus, without a target level, based upon the achievement
of certain performance goals agreed to by Mr. Thompson and
GateHouse Medias Board. Such bonus may have been a
Restricted Stock Bonus as determined by the Board and without
restriction as to the relative proportions of common stock or
cash comprising such bonus. Mr. Thompsons employment
agreement also provided for the reimbursement of his reasonable
relocation expenses.
Pursuant to his employment agreement, Mr. Thompson received
an Initial Stock Grant of 15,000 shares which would have
vested ratably on May 17, 2009, May 17, 2010 and
May 17, 2011 (the third, fourth and fifth anniversaries of
his employment agreements effective date). Upon his
resignation Mr. Thompson forfeited all shares under the
Initial Stock Grant.
Polly
G. Sack
Ms. Sack is employed as Senior Vice President, Secretary
and General Counsel of GateHouse Media pursuant to an employment
agreement effective as of May 17, 2006. Under this
agreement, she has the duties and responsibilities customarily
exercised by the person serving as chief legal officer of a
company of the size and nature of GateHouse Media.
Pursuant to her employment agreement, which has no guaranteed
term of employment or renewal provision, Ms. Sacks
annual base salary shall be reviewed on an annual basis and
adjusted in the Companys sole discretion. For fiscal year
2008, Ms. Sack received an annual base salary of $260,000.
Ms. Sack also is eligible for an annual, performance-based
bonus, without a target level, based upon the achievement of
certain performance goals agreed to by Ms. Sack and
GateHouse Medias Board. Such bonus may be a Restricted
Stock Bonus as determined by the Board and without restriction
as to the relative proportions of common stock or cash
comprising such bonus. Ms. Sacks employment agreement
also provided for the reimbursement of her reasonable relocation
expenses.
Pursuant to her employment agreement, Ms. Sack received an
Initial Stock Grant of 15,000 shares which vests ratably on
May 17, 2009, May 17, 2010 and May 17, 2011 (the
third, fourth and fifth anniversaries of her employment
agreements effective date).
Certain of our Named Executive Officers have restrictive
covenants in their employment agreements
and/or their
management stockholder agreements for the benefit of GateHouse
Media relating to non-competition during the term of employment
and for the one year period following termination of their
employment for any reason. Each of these agreements also
contains restrictive covenants relating to non-solicitation of
GateHouse Media employees, directors, agents, clients,
customers, vendors, suppliers or consultants during the term of
employment and for the one year period following termination of
their employment for any reason.
Potential
Payments Upon Termination or Change of Control
The table beginning on page 35 of this proxy statement
estimates the amount of compensation payable to each of the
Named Executive Officers of GateHouse Media in the event of
termination of such executives employment upon voluntary
termination, termination for cause, death, disability,
retirement, involuntary not for cause termination, and
termination following a change of control. The amounts shown
assume that such termination was effective as of
December 31, 2008. The actual amounts to be paid out can
only be determined at the time of such executives
separation from GateHouse Media. A Named Executive Officer is
entitled to receive amounts earned during his or her term of
employment regardless of the manner in which the Named Executive
Officers employment is terminated. These amounts include
accrued but unpaid base salary and accrued and unused vacation
pay through the date of such termination (the Accrued
Benefits). These amounts are not shown in the table. The
termination provisions in the employment agreements of certain
of our Named Executive Officers are substantially identical and
are summarized below.
The Management Stockholder Agreements contain a call option
exercisable at GateHouse Medias discretion pursuant to
which GateHouse Media may purchase certain of our Named
Executive Officers nonforfeited common stock, which are subject
to the Management Stockholder Agreements, upon termination of
the Named Executive Officers employment for any reason
(the Call Option). GateHouse Media shall pay the
terminated Named Executive Officer: (a) in the case of a
termination for cause, the lower of the purchase price of $1,000
per share or
33
the fair market value (as determined by the Board) or
(b) in the case of a termination for any reason other than
cause, the fair market value (as determined by the Board).
Additionally, under the Incentive Plan, if the Named Executive
Officers employment is terminated for any reason, any
remaining unvested restricted shares shall immediately be
repurchased by GateHouse Media at a price equal to the par value
($.01) per share (the Repurchase Obligation).
Payments
Made Upon Voluntary Termination and Termination for
Cause
Under the employment agreements, if certain of our Named
Executive Officers employment is voluntarily terminated or
terminated by GateHouse Media for cause, that Named Executive
Officer is not entitled to any further compensation or benefits
other than Accrued Benefits. Mr. Champion would forfeit all
restricted shares subject to the Initial Stock Grant and any
additional Restricted Stock Bonuses. Mr. Reed and
Ms. Sack would forfeit all unvested shares subject to the
Initial Stock Grant and any Restricted Stock Bonuses and, in the
case of termination due to an act of dishonesty committed in
connection with GateHouse Media business, Mr. Reed and and
Ms. Sack would forfeit all shares subject to the Initial
Stock Grant and any Restricted Stock Bonuses. Mr. Thompson
resigned from GateHouse Media effective August 19, 2008 and
as a result forfeited all unvested shares subject to the Initial
Stock Grant and any Restricted Stock Bonus.
Under the Management Stockholder Agreements, GateHouse Media may
exercise its Call Option.
Under the Incentive Plan, GateHouse Media shall purchase any
remaining unvested restricted shares pursuant to its Repurchase
Obligation.
Payments
Made Upon Death, Disability or Retirement
Under the employment agreements, if certain of our Named
Executive Officers employment is terminated by reason of
death, the Named Executive Officer shall not be entitled to
receive any further compensation or benefits other than the
Accrued Benefits and life insurance benefits. Each Named
Executive Officer receives basic life insurance equal to one
times the executives salary and an additional voluntary
death benefit only if it is paid for by the Named Executive
Officer. If the Named Executive Officers employment is
terminated by reason of disability or retirement, the Named
Executive Officer shall not be entitled to receive any further
compensation or benefits other than the Accrued Benefits. If the
Named Executive Officer fails to perform his or her duties as a
result of disability or incapacity, the Named Executive Officer
shall continue to receive his or her base salary and all other
benefits and all other compensation unless and until his or her
employment is terminated.
Under the Management Stockholder Agreements, if certain of our
Named Executive Officers employment is terminated by
reason of death or disability, the Named Executive Officer shall
be entitled to the restricted shares that would have vested on
the next anniversary date following the date of such
termination, but in no event less than one-third (1/3) of the
restricted shares. In addition, GateHouse Media may exercise its
Call Option.
Under the Incentive Plan, if the Named Executive Officers
employment is terminated by reason of death or disability, the
Named Executive Officer shall be entitled to the restricted
shares that would have vested on the next vesting date following
the date of such termination. In addition, GateHouse Media shall
purchase any remaining unvested restricted shares pursuant to
its Repurchase Obligation.
Payments
Made Upon Involuntary not for Cause Termination, or Change in
Control with Termination
Under the employment agreements
and/or offer
letters of certain of our Named Executive Officers, if
their employment is terminated by GateHouse Media other than for
cause, they shall be entitled to:
(a) the Accrued Benefits;
(b) an amount equal to twelve (12) months
current base salary;
(c) the annual bonus including any declared bonus not yet
paid;
34
(d) continuation of the Named Executive Officers
health benefits at the same levels until the earlier of
(i) the time it takes the Named Executive Officer to become
eligible for benefits from a new employer or (ii) twelve
(12) months from the date of termination;
(e) the shares subject to the Initial Stock Grant and any
additional Restricted Stock Bonuses that would have vested on
the next anniversary date following the date of such
termination, but in no event less than one-third (1/3) each of
the shares subject to the Initial Stock Grant and any additional
Restricted Stock Bonuses; and
(f) if within twelve (12) months of a change in
control, 100% of the remaining unvested shares subject to the
Initial Stock Grant and any additional Restricted Stock Bonuses,
which shall automatically vest.
Under the Management Stockholder Agreements, GateHouse Media may
exercise its Call Option.
Under the Incentive Plan, if the Named Executive Officers
employment is terminated without cause, the Named Executive
Officer shall be entitled to the restricted shares that would
have vested on the next vesting date following the date of such
termination. In addition, GateHouse Media shall purchase any
remaining unvested restricted shares pursuant to its Repurchase
Obligation. If the termination is within twelve (12) months
of a change in control, 100% of the remaining unvested shares
shall automatically vest.
The employment agreements reference the definition of change in
control in the Incentive Plan. The Incentive Plan defines a
change in control as:
(a) if any person acquires 50.1% or more of GateHouse
Medias voting securities (other than securities acquired
directly from GateHouse Media or its affiliates); or
(b) upon the consummation of a merger or consolidation of
GateHouse Media or any subsidiary of GateHouse Media other than
a merger or consolidation where at least a majority of the Board
immediately following the merger or consolidation shall be at
least a majority of the board of the surviving entity or its
ultimate parent; or
(c) upon the approval by the stockholders of a complete
liquidation or dissolution of GateHouse Media of all or
substantially all of GateHouse Medias assets, other than
(i) a sale or disposition by GateHouse Media of GateHouse
Medias assets to an entity of which at least 50.1% of the
voting power is owned by the stockholders of GateHouse Media or
(ii) a sale or disposition of all or substantially all of
GateHouse Medias assets immediately following which the
board members immediately prior thereto constitute at least a
majority of the board members of the entity who bought the
assets or if the buyer is a subsidiary, the buyers
ultimate parent.
POTENTIAL
PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E.
|
|
|
Scott T.
|
|
|
Mark R.
|
|
|
Mark
|
|
|
Polly G.
|
|
|
Gene A.
|
|
Event
|
|
Reed
|
|
|
Champion
|
|
|
Thompson(1)
|
|
|
Maring
|
|
|
Sack
|
|
|
Hall
|
|
|
Voluntary Termination and Termination for Cause
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call Option(2)
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
2,000
|
|
Repurchase Obligation(4)
|
|
|
275
|
|
|
|
96
|
|
|
|
-0-
|
|
|
|
763
|
|
|
|
202
|
|
|
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,275
|
|
|
$
|
2,096
|
|
|
$
|
-0-
|
|
|
$
|
763
|
|
|
$
|
202
|
|
|
$
|
2,098
|
|
Death
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated restricted stock
|
|
$
|
4,391
|
|
|
$
|
2,286
|
|
|
$
|
-0-
|
|
|
$
|
1,017
|
|
|
$
|
617
|
|
|
$
|
2,195
|
|
Call Option(2)(3)
|
|
|
1,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
2,000
|
|
Repurchase Obligation(4)
|
|
|
177
|
|
|
|
58
|
|
|
|
-0-
|
|
|
|
508
|
|
|
|
98
|
|
|
|
49
|
|
Life insurance proceeds
|
|
|
1,250,000
|
|
|
|
800,000
|
|
|
|
-0-
|
|
|
|
200,000
|
|
|
|
260,000
|
|
|
|
900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,255,568
|
|
|
$
|
804,344
|
|
|
$
|
-0-
|
|
|
$
|
201,525
|
|
|
$
|
260,715
|
|
|
$
|
904,244
|
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E.
|
|
|
Scott T.
|
|
|
Mark R.
|
|
|
Mark
|
|
|
Polly G.
|
|
|
Gene A.
|
|
Event
|
|
Reed
|
|
|
Champion
|
|
|
Thompson(1)
|
|
|
Maring
|
|
|
Sack
|
|
|
Hall
|
|
|
Disability
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated restricted stock
|
|
$
|
4,391
|
|
|
$
|
2,286
|
|
|
$
|
-0-
|
|
|
$
|
1,017
|
|
|
$
|
617
|
|
|
$
|
2,195
|
|
Call Option(2)(3)
|
|
|
1,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
2,000
|
|
Repurchase Obligation(4)
|
|
|
177
|
|
|
|
58
|
|
|
|
-0-
|
|
|
|
508
|
|
|
|
98
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,568
|
|
|
$
|
4,344
|
|
|
$
|
-0-
|
|
|
$
|
1,525
|
|
|
$
|
715
|
|
|
$
|
4,244
|
|
Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Call Option(2)
|
|
$
|
1,000
|
|
|
$
|
2,000
|
|
|
$
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
2,000
|
|
Repurchase Obligation(4)
|
|
|
275
|
|
|
|
96
|
|
|
|
-0-
|
|
|
|
763
|
|
|
|
202
|
|
|
|
98
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,275
|
|
|
$
|
2,096
|
|
|
$
|
-0-
|
|
|
$
|
763
|
|
|
$
|
202
|
|
|
$
|
2,098
|
|
Involuntary not for Cause Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
Accelerated restricted Stock
|
|
|
4,391
|
|
|
|
2,286
|
|
|
|
-0-
|
|
|
|
1,017
|
|
|
|
617
|
|
|
|
2,195
|
|
Call Option(2)(3)
|
|
|
1,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
2,000
|
|
Repurchase Obligation(4)
|
|
|
177
|
|
|
|
58
|
|
|
|
-0-
|
|
|
|
508
|
|
|
|
98
|
|
|
|
49
|
|
Cash severance payment
|
|
|
500,000
|
|
|
|
200,000
|
|
|
|
-0-
|
|
|
|
200,000
|
|
|
|
260,000
|
|
|
|
-0-
|
|
Continued health care benefits
|
|
|
13,061
|
|
|
|
13,061
|
|
|
|
-0-
|
|
|
|
13,061
|
|
|
|
11,301
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
518,629
|
|
|
$
|
217,405
|
|
|
$
|
-0-
|
|
|
$
|
214,586
|
|
|
$
|
272,016
|
|
|
$
|
4,244
|
|
Change in Control with Termination
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Bonus
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
Accelerated restricted stock
|
|
|
13,100
|
|
|
|
4,784
|
|
|
|
-0-
|
|
|
|
3,051
|
|
|
|
1,408
|
|
|
|
4,550
|
|
Call Option(2)(3)
|
|
|
1,000
|
|
|
|
2,000
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
2,000
|
|
Cash severance payment
|
|
|
500,000
|
|
|
|
200,000
|
|
|
|
-0-
|
|
|
|
200,000
|
|
|
|
260,000
|
|
|
|
-0-
|
|
Continued health care benefits
|
|
|
13,061
|
|
|
|
13,061
|
|
|
|
-0-
|
|
|
|
13,061
|
|
|
|
11,301
|
|
|
|
-0-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
527,161
|
|
|
$
|
219,845
|
|
|
$
|
-0-
|
|
|
$
|
216,112
|
|
|
$
|
272,709
|
|
|
$
|
6,550
|
|
|
|
|
(1) |
|
Mr. Thompson resigned from GateHouse Media effective
August 19, 2008. |
|
(2) |
|
The amounts set forth in this row assume that GateHouse Media
exercises its Call Option as provided under all of the
Management Stockholder Agreements and pays the Named Executive
Officer the fair market value, based on the closing price of its
common stock ($.04) on December 31, 2008, the last trading
day of 2008. |
|
(3) |
|
The amounts set forth in this row could also include the
accelerated restricted stock amount identified in the preceding
row, but are not included herein to avoid counting this
potential payment twice. |
|
(4) |
|
The amounts set forth in this row assume that GateHouse Media
purchases any remaining unvested restricted shares pursuant to
its Repurchase Obligation as provided under the Incentive Plan
and pays the Named Executive Officer the par value ($.01) per
share. |
36
AUDIT
COMMITTEE REPORT
Management has the primary responsibility for the integrity of
GateHouse Medias financial information and the financial
reporting process, including the system of internal control over
financial reporting. GateHouse Medias independent
registered public accounting firm is responsible for conducting
independent audits of GateHouse Medias financial
statements and managements assessment of the effectiveness
of internal control over financial reporting in accordance with
the standards of the Public Company Accounting Oversight Board
(United States) and expressing an opinion on the financial
statements and managements assessment based upon those
audits. The Audit Committee is responsible for overseeing the
conduct of these activities.
As part of its oversight responsibility, the Audit Committee has
reviewed and discussed the audited financial statements, the
adequacy of financial controls and the effectiveness of
GateHouse Medias internal control over financial reporting
with management and GateHouse Medias independent
registered public accounting firm. The Audit Committee also has
discussed with GateHouse Medias independent registered
public accounting firm the matters required to be discussed by
Statement on Auditing Standards No. 61 (Communication with
Audit Committees). The Audit Committee has received the written
disclosures and the letter from GateHouse Medias
independent registered public accounting firm required by
applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountants
communications with the Audit Committee concerning independence,
and has discussed with it that firms independence.
Based upon the reviews and discussions, the Audit Committee
recommended to the Board that the audited financial statements
be included in GateHouse Medias Annual Report on
Form 10-K
for the year ended December 31, 2008 for filing with the
Securities and Exchange Commission.
AUDIT COMMITTEE:
Kevin M. Sheehan, Chairman
Burl Osborne
MATTERS
RELATING TO THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Change in
Independent Auditors
On April 5, 2007, GateHouse Media, upon the approval of its
Audit Committee, dismissed KPMG LLP (KPMG) as its
independent registered public accounting firm and engaged
Ernst & Young LLP (EY) to serve as the
independent registered public accounting firm to audit its
financial statements for the fiscal year ending
December 31, 2007.
During the interim period covering January 1, 2007 to
April 5, 2007, there was (a) no disagreements between
GateHouse Media and KPMG on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope
or procedure, which disagreement, if not resolved to the
satisfaction of KPMG, would have caused KPMG to make reference
thereto in their reports; and (b) no reportable
events (as described in Item 304(a)(1)(v) of
Regulation S-K)
related to material weaknesses in the internal control over
financial reporting.
Appointment
of Ernst & Young LLP
On April 5, 2007, GateHouse Media, upon the approval of the
Audit Committee, engaged EY as its independent registered public
accounting firm.
Prior to the engagement of EY, GateHouse Media did not consult
with EY on any matter that (a) involved the application of
accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might
be rendered on its financial statements, in each case where
either written or oral advice was provided that EY concluded was
an important factor considered by GateHouse Media in reaching a
decision as to the accounting, auditing or financial reporting
issue; or (b) was either the subject of a disagreement (as
defined in paragraph 304(a)(1)(iv) and the related
instructions to Item 304 of
Regulation S-K)
or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
37
During the fiscal years ended December 31, 2007 and
December 31, 2008, there were (a) no disagreements
between GateHouse Media and EY on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of EY, would have caused EY to make
reference thereto in their reports; and (b) no
reportable events (as described in
Item 304(a)(1)(v) of
Regulation S-K)
related to material weaknesses in the internal control over
financial reporting.
Representatives of EY are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they
wish and to respond to appropriate stockholder questions.
Fees Paid to EY. The following table sets
forth the fees for services provided by EY during the fiscal
years ended December 31, 2007 and December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
1,759,012
|
|
|
$
|
2,215,399
|
|
Audit-Related Fees
|
|
|
53,025
|
|
|
|
268,362
|
|
Tax Fees
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
1,812,037
|
|
|
$
|
2,483,761
|
|
The following is a description of the nature of the services
comprising the fees disclosed in the table above for each of the
four categories of services.
(a) Audit Fees. These are fees for
professional services rendered by EY for the audit of
(i) GateHouse Medias annual consolidated financial
statements, (ii) managements assessment of the
effectiveness of internal control over financial reporting and
(iii) the effectiveness of internal control over financial
reporting; the review of financial statements included in
GateHouse Medias Quarterly Reports on
Form 10-Q;
and services that are typically rendered in connection with the
statutory and regulatory filings or engagements. For fiscal year
ended December 31, 2007, these fees include $288,550 in
connection with GateHouse Medias follow-on offering
commencing in July 2007.
(b) Audit-Related Fees. These are
fees for assurance and related services rendered by EY that are
reasonably related to the performance of the audit or the review
of GateHouse Medias financial statements that are not
included as audit fees. These services consist of consultation
on financial accounting and reporting and due diligence
assistance with GateHouse Medias acquisitions. For fiscal
year ended December 31, 2007, fees of $268,362 were
incurred for due diligence assistance with GateHouse
Medias acquisitions and audits in connection with
disposals. For fiscal year ended December 31, 2008, fees of
$53,025 were incurred for due diligence assistance with
GateHouse Medias acquisitions.
(c) Tax Fees. These are fees for
professional services rendered by EY with respect to tax
compliance, tax advice and tax planning. These services consist
of the review of certain tax returns and consulting on tax
planning matters. For fiscal years ended December 31, 2007
and December 31, 2008, no fees were incurred for these
services.
(d) All Other Fees. For fiscal
years ended December 31, 2007 and December 31, 2008,
no fees were incurred for these services.
Fees Paid to KPMG. The following table sets
forth the fees for services provided by KPMG during the fiscal
years ended December 31, 2007 and December 31, 2008.
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
2007
|
|
|
Audit Fees
|
|
$
|
18,595
|
|
|
$
|
20,083
|
|
Audit-Related Fees
|
|
|
0
|
|
|
|
38,325
|
|
Tax Fees
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
18,595
|
|
|
$
|
58,408
|
|
38
The following is a description of the nature of the services
comprising the fees disclosed in the table above for each of the
four categories of services.
(a) Audit Fees. For fiscal years ended
December 31, 2007 and December 31, 2008, these fees
were related to the prior year reports included in GateHouse
Medias
Form 10-K
filing.
(b) Audit-Related Fees. These are fees
for assurance and related services rendered by KPMG that are
reasonably related to the performance of the audit or the review
of GateHouse Medias financial statements that are not
included as audit fees. These services consist of consultation
on financial accounting and reporting and due diligence
assistance with GateHouse Medias acquisitions. For fiscal
year ended December 31, 2007, these fees were related to
due diligence assistance with GateHouse Medias
acquisitions. For fiscal year ended December 31, 2008, no
fees were incurred for these services.
(c) Tax Fees. These are fees for
professional services rendered by KPMG with respect to tax
compliance, tax advice and tax planning. These services consist
of the review of certain tax returns and consulting on tax
planning matters. For fiscal years ended December 31, 2007
and December 31, 2008, no fees were incurred for these
services.
(d) All Other Fees. For fiscal years
ended December 31, 2007 and December 31, 2008, no fees
were incurred for these services.
Audit
Committee Pre-approved Policy
The Audit Committee is responsible for pre-approving all audit
services and permitted non-audit services (including the fees
and retention terms) to be performed for GateHouse Media by the
independent registered public accounting firm prior to their
engagement for such services.
For each engagement, management provides the Audit Committee
with information about the services and fees sufficiently
detailed to allow the Audit Committee to make an informed
judgment about the nature and scope of the services and the
potential for the services to impair the independence of the
auditor. After the end of the audit year, management provides
the Audit Committee with a summary of the actual fees incurred
for the completed audit year.
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(Proposal 2)
The Audit Committee has appointed EY as GateHouse Medias
independent registered public accounting firm to audit its
consolidated financial statements for the fiscal year ending
December 31, 2009.
The Board unanimously recommends that you vote
FOR Proposal 2 relating to the ratification of
the appointment of EY as GateHouse Medias independent
registered public accounting firm for the fiscal year ending
December 31, 2009.
Vote
Required
Ratification of the appointment of EY as GateHouse Medias
independent registered public accounting firm for the 2009
fiscal year requires the affirmative vote of a majority of the
shares of GateHouse Media common stock present in person or
represented by proxy and entitled to be voted at the meeting.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934
requires GateHouse Medias directors and executive
officers, as well as each person or group holding more than 10%
of our common stock, to file reports of ownership and changes in
ownership of GateHouse Media equity securities with the
Securities and Exchange Commission and the New York Stock
Exchange. To GateHouse Medias knowledge, based solely on
information furnished to GateHouse Media and written
representations by such persons, all of GateHouse Medias
directors and executive officers, as well as each person or
group known to us holding more than 10% of our common stock,
complied with their filing requirements in 2008.
39
OTHER
MATTERS
Expense
and Method of Proxy Solicitation
The enclosed proxy is solicited by the Board and the entire cost
of solicitation will be paid by GateHouse Media. In addition,
GateHouse Media may reimburse banks, brokers and other nominees
for costs reasonably incurred by them in forwarding proxy
materials to beneficial owners of its common stock. GateHouse
Media officers and other employees may also solicit the return
of proxies. Proxies will be solicited by personal contact, mail,
telephone and electronic means.
Householding
Information
Some banks, brokers and other nominees are participating in the
practice of householding proxy statements and annual
reports. This means that beneficial holders of GateHouse
Medias common stock who share the same address or
household may not receive separate copies of this proxy
statement and GateHouse Medias 2008 Annual Report on
Form 10-K
or Notice of Internet Availability of Proxy Materials, as
applicable. GateHouse Media will promptly deliver an additional
copy of any of these documents to you if you write us at:
GateHouse Media, Inc. 350 WillowBrook Office Park, Fairport, New
York 14450, Attention: Investor Relations or contact Mark Maring
at (585) 598-6874.
Annual
Report on
Form 10-K
GateHouse Media will provide to each stockholder who is
solicited to vote at the 2009 Annual Meeting of Stockholders,
upon the request of such person and without charge, another free
copy of its 2008 Annual Report on
Form 10-K.
Please write us at: 350 WillowBrook Office Park, Fairport, New
York 14450, Attention: Investor Relations.
40
ANNUAL MEETING OF STOCKHOLDERS OF
GATEHOUSE MEDIA, INC.
May 21, 2009 |
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The Notice of Meeting, proxy statement and proxy
card are available at http://investors.gatehousemedia.com/annuals.cfm
Please sign, date and mail your proxy card in the envelope provided as soon as possible. |
Please detach along perforated line and mail in the envelope provided. |
20230000000000001000 9 052109 |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR
BLACK INK AS SHOWN HERE x
FOR AGAINST ABSTAIN
1. ELECTION OF DIRECTORS: 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
NOMINEES:
FOR ALL NOMINEES O WESLEY R. EDENS 3. With discretionary authority on such other matters as may
properly come O KEVIN SHEEHAN before the Annual Meeting.
WITHHOLD AUTHORITY
FOR ALL NOMINEES THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE
WITH THE CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY FOR ALL EXCEPT WILL BE VOTED FOR ALL
LISTED NOMINEES FOR DIRECTOR AND FOR (See instructions below) RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND AS THE PROXY HOLDERS DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
The Annual Meeting may be held as scheduled only if a majority of the shares outstanding are
represented at the Annual Meeting by attendance or proxy. Accordingly, please complete this proxy,
and return it promptly.
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark FOR ALL EXCEPT
and fill in the circle next to each nominee you wish to withhold, as shown here:
Mark here if you plan to attend the Annual Meeting
To change the address on your account, please check the box at right and indicate your new address
in the address space above. Please note that changes to the registered name(s) on the account may
not be submitted via this method.
Signature of Stockholder Date: Signature of Stockholder Date:
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly,
each holder should sign. When signing as executor, administrator, attorney, trustee or guardian,
please give full title as such. If the signer is a corporation, please sign full corporate name by
duly authorized officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person. |
*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
Meeting Information
Meeting Type: Annual Meeting
GATEHOUSE MEDIA, INC. For holders as of: March 23, 2009
Date: May 21, 2009 Time: 9:00 AM EDT B Location: GateHouse Media, Inc. A
Board Room R 350 WillowBrook Office Park C
BROKER
LOGO Fairport, New York 14450 O
HERE D
You are receiving this communication because you hold E shares in the above named company.
Return Address Line 1
Return Address Line 2 This is not a ballot. You cannot use this notice to vote Return Address Line
3 these shares. This communication presents only an
51 MERCEDES WAY
EDGEWOOD NY 11717 overview of the more complete proxy materials that are available to you on the
Internet. You may view the proxy
Investor Address Line 1
Investor Address Line 2 1 materials online at www.proxyvote.com or easily request a Investor
Address Line 3 paper copy (see reverse side).
Investor Address Line 4 15 12 OF
Investor Address Line 5 We encourage you to access and review all of the R2.09.03.15 John Sample 2
important information contained in the proxy materials
1234 ANYWHERE STREET before voting. ANY CITY, ON A1A 1A1
_1 See the reverse side of this notice to obtain
0000019230
proxy materials and voting instructions.
Broadridge Internal Use Only |
Job # Envelope # Sequence # # of # Sequence # |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement 2. Annual Report
How to View Online:
Have the 12-Digit Control Number available (located on the following page) and visit:
www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BYTELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment and other inquiries sent to this e-mail address will NOT be forwarded to your
investment advisor. Please make the request as instructed above on or before May 07, 2009 to
facilitate timely delivery. . To facilitate timely delivery please make the request as instructed
above on or before
How To Vote
Please Choose One of The Following Voting Methods |
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a
legal proxy. To do R2.09.03.15 so, please follow the instructions at www.proxyvote.com or request
a paper copy of the materials, which will contain the appropriate instructions. Many shareholder
meetings have attendance requirements including, but not limited to, the _2 possession of an
attendance ticket issued by the entity holding the meeting. Please check the meeting materials for
any 0000019230 special requirements for meeting attendance. |
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the 12 Digit Control
Number available and follow the instructions. Internal Use
Only
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include
a voting instruction form. |
Voting items
The Board of Directors recommends that you vote For the following.
1. Election of Directors
Nominees
01 Wesley R. Edens 2012 02 Kevin Sheehan 2012
The Board of Directors recommends you vote FOR the following proposal(s). B
2 Ratification of appointment of independent registered public accounting firm A
R
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. C
O D E
R2.09.03.15
_3 ® 0000 0000 0000
0000019230 |
Broadridge Internal Use Only xxxxxxxxxx xxxxxxxxxx Cusip Job # Envelope # Sequence # # of #
Sequence # |
Reserved for Broadridge Internal Control Information Voting Instructions THIS SPACE RESERVED FOR
LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE Broadridge
Internal Use Only P99999-010 Job # THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Envelope # 12
Sequence15 # # of # Sequence # # OF # |