def14a
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
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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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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Aggregate number of securities to which transaction applies:
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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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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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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Date Filed:
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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 26,
2011 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, by internet or by mailing a proxy or
voting instruction card. Voting by phone, by internet 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 continued support and interest in GateHouse
Media, Inc.
Sincerely,
Michael E. Reed
Chief Executive Officer
2011
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
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Time and Date |
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9:00 a.m. on May 26, 2011 |
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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 II directors, each to serve for
a three-year term.
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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, 2011.
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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 28, 2011. |
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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 of record as of the close of
business on March 28, 2011 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 (the 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 28, 2011, 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 to complete, date and sign your proxy or voting
instruction card and return it promptly or vote your shares by
telephone or by internet as described on the proxy card or
Notice of Internet Availability of Proxy Materials. |
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For specific instructions on how to vote your shares, please
refer to the section entitled Questions and Answers -- Voting
Information beginning on page 4 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,
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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 12, 2010.
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 26, 2011 at
9:00 a.m. The meeting will be held in the Board Room
at our principal executive office, located at 350 WillowBrook
Office Park, Fairport, New York 14450. 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 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
and the proxy materials will be available on our internet
website on or about April 11, 2011.
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3.
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What
information is contained in this proxy statement?
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The information in this 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 certain executive officers for
fiscal 2010, 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 2010 Annual Report, which includes our 2010
Form 10-K,
is available on our website under the Investors tabs at
www.gatehousemedia.com. Stockholders may request a free copy
of our 2010 Annual Report, which includes our 2010
Form 10-K,
by contacting
GateHouse
Media, Inc.,
Attn: Investor Relations,
350 WillowBrook Office Park,
Fairport, New York 14450
or by contacting us at
(585) 598-0030.
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5.
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What
should I do if I receive more than one Notice of Internet
Availability of Proxy Materials or voting materials?
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You may receive more than one Notice of Internet Availability of
Proxy Materials or, if you previously elected to receive printed
proxy materials, a 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
Notice of Internet Availability of Proxy Materials or 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 one
Notice of Internet Availability of Proxy Materials or 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.
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If you are a stockholder of record and would like to only
receive one Notice of Internet Availability of Proxy Materials
or one set of proxy materials, please contact us at GateHouse
Media, Inc., Attn: Investor Relations, 350 WillowBrook Office
Park, Fairport, New York 14450 or
(585) 598-0030.
If you hold your shares in street name through a stock broker,
bank or other nominee and would like to only receive one Notice
of Internet Availability of Proxy Materials or one set of proxy
materials, then you must contact your stock broker, bank or
other nominee to make such a request.
Voting
Information
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6.
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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 II directors, each to serve for a
three-year term; and
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To consider and act upon a proposal to ratify the appointment of
Ernst & Young LLP (EY) as GateHouse
Medias independent registered public accounting firm for
the 2011 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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7.
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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
the nominees to the Board, and FOR the ratification
of EY as our independent registered public accounting firm for
the 2011 fiscal year.
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8.
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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 28, 2011
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, we had
58,078,607 shares of common stock issued and outstanding.
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9.
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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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10.
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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 the proxy
materials (either directly or as outlined in the Notice of
Internet Availability of Proxy Materials). Stockholders of
record of our 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
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 the proxy
materials (either directly or as outlined in the Notice of
Internet Availability of Proxy Materials). Stockholders of
record of our common stock may submit proxies by completing,
signing and dating their proxy cards. Stockholders who hold
shares beneficially in street name may vote by mail by
completing, signing and dating the voting instruction cards
provided.
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By Internet after your receipt of the proxy
materials (either directly or as outlined in the Notice of
Internet Availability of Proxy Materials). To submit your vote
by internet, please follow the Vote by Internet
instructions included on the Notice of Internet Availability of
Proxy Materials or proxy card. Most
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stockholders who hold shares beneficially in street name may
vote by internet by going to the website specified on the Notice
of Internet Availability of Proxy Materials or the voting
instruction card provided by their broker, trustee or nominee.
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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 the Notice of Internet
Availability of Proxy Materials has been sent directly to you by
American Stock Transfer & Trust Company. Please
carefully consider the information contained in this 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 this 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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11.
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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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12.
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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
(i) by granting a new proxy bearing a later date (which
automatically revokes the earlier proxy), (ii) by providing
a written notice of revocation to the Corporate Secretary at the
address noted below in response to Question 24 prior to the
annual meeting, or (iii) 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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13.
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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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14.
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How are
votes counted?
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In the election of each of the directors, you may vote
FOR, or WITHHOLD with respect to the
nominee. In tabulating the voting results for the election of
each of the directors, only FOR and
WITHHOLD votes are counted.
For the ratification of the appointment of EY as our independent
registered public accounting firm for the fiscal year ending
December 31, 2010 and other items of business that may be
properly presented at the annual meeting, 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
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will be voted in accordance with the recommendations of the
Board (FOR the nominee to the Board and
FOR ratification of our independent registered
public accounting firm).
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15.
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What is
the voting requirement to approve each of the
proposals?
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In the election of the directors, each director will be elected
by a plurality of the votes cast for him. A plurality of votes
cast means that the number of votes cast FOR the
nominees election must exceed the number of votes cast
FOR a competing nominees election. The
election of our two director nominees is not being contested.
All other matters voted upon at the meeting will be decided by a
majority of the votes cast.
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. Recent regulatory changes were made
to eliminate the ability of your broker or bank to vote your
uninstructed shares in the election of directors on a
discretionary basis. Thus, if you hold your shares in street
name and do not instruct your bank or broker how to vote in the
election of directors, no votes will be cast on your behalf.
Your bank or broker will, however, continue to have discretion
to vote any uninstructed shares to ratify the selection of our
independent registered public accounting firm. 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 matters being voted on at the meeting (other
than in the election of directors, who are elected by a
plurality of the votes cast).
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16.
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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 the nominee is 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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17.
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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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18.
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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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19.
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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 on a Current Report on
Form 8-K
which will be filed by us with the SEC within four business days
of the annual meeting.
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Stock
Ownership Information
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20.
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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 of our 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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21.
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What if I
have questions for GateHouse Medias transfer
agent?
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Please contact our transfer agent, American Stock
Transfer & Trust Company at
(800) 937-5449,
with questions concerning stock certificates, dividend checks,
transfer of ownership or other matters pertaining to your stock
account.
Annual
Meeting Information
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22.
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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 28, 2011 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 28, 2011, 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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23.
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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 our 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 15 are counted for the purposes of determining the
presence of a quorum.
Stockholder
Proposals, Director Nominations and Related Bylaw
Provisions
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24.
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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 our proxy statement for next years annual
meeting, our Corporate Secretary must receive the written
proposal at our principal executive offices no later than
December 13, 2011. Such proposals also
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must comply with
Rule 14a-8
promulgated by the SEC regarding the inclusion of stockholder
proposals in company-sponsored proxy materials. Proposals should
be addressed to:
GateHouse
Media, Inc.
Attn: Corporate Secretary
350 WillowBrook Office Park
Fairport, New York 14450
For a stockholder proposal that is not intended to be included
in our proxy statement under
Rule 14a-8,
the stockholder must provide the information required by our
Amended and Restated Bylaws and give timely notice to the
Corporate Secretary in accordance with our 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 27,
2012; and
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Not later than the close of business on February 26, 2012.
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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 our annual
meeting for the prior year, then notice of a stockholder
proposal that is not intended to be included in our proxy
statement must be received not later than the close of business
on the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever occurs
first.
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25.
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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 24 above.
In addition, our Amended and Restated Bylaws permit stockholders
to nominate directors for election at an annual stockholder
meeting. To nominate a director, a stockholder must deliver the
information required by our 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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26.
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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 our Amended
and Restated Bylaws, which, in general, require that the notice
be received by the Corporate Secretary between the close of
business on January 27, 2012 and the close of business on
February 26, 2012, 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 24.
|
|
27.
|
How may I
obtain a copy of GateHouse Medias Amended and Restated
Bylaw provisions regarding stockholder proposals and director
nominations?
|
You may contact our Corporate Secretary at our principal
executive offices, set forth in response to Question 24 above,
for a copy of the relevant Amended and Restated Bylaw provisions
regarding the requirements for making stockholder proposals and
nominating director candidates. Our Amended and Restated Bylaws
also are available on our website at
www.gatehousemedia.com.
Further
Questions
|
|
28.
|
Who can
help answer my questions?
|
If you: (a) have any questions about the annual
meeting; (b) have any questions how to vote or revoke your
proxy;
and/or
(c) need additional copies of this proxy statement or
voting materials, you should contact Mark Maring by at
(585) 598-6874
or by email at investorrelations@gatehousemedia.com.
7
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 the Corporate Governance Guidelines of GateHouse Media,
Inc., as most recently amended and restated on April 4,
2011 (our Corporate Governance Guidelines),
which, in conjunction with our Amended and Restated Articles of
Incorporation, Amended and Restated Bylaws and Audit Committee
charter, form the framework for our corporate governance. All of
our corporate governance materials, including the Audit
Committee charter, 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 makes modifications as warranted.
Board and
Board Committee Independence
After the resignation of Richard L. Friedman from our Board on
March 7, 2011, we currently have an equal number of
independent and non-independent directors. For a director to be
considered independent, the Board must determine that the
director does not have any material relationship with us (either
directly or as a partner, stockholder or officer of an
organization that has a relationship with us). The Board has
established guidelines to assist it in determining director
independence, which conform to the independence standards of the
New York Stock Exchange. As of the date of this proxy statement,
our Board has determined that two out of our four current
directors (Messrs. Osborne and Sheehan) are independent,
including one of the director nominees standing for election at
our annual meeting.
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 us or any of our subsidiaries other than
their compensation for service as directors.
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.
Board
Structure and Committee Composition
As of the date of this proxy statement, our Board has four
directors and a standing Audit Committee. On December 19,
2008, the Board discharged its Nominating and Corporate
Governance Committee and its 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.
Except for Mr. Edens, our Chairman of the Board, all of our
current directors joined our Board on October 24, 2006.
During fiscal year 2010, 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). During fiscal year 2010, 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. Such attendance may be in
person or by conference call.
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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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Burl Osborne
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Member
|
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Kevin M. Sheehan
|
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Chair
|
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8
Board
Leadership Structure
We currently split the roles of Chairman of the Board and Chief
Executive Officer. The Board believes that separating these two
positions allows each person to focus on their individual
responsibilities and enhances the accountability of our Chief
Executive Officer to the Board. Under this structure, our Chief
Executive Officer can focus his attention on the
day-to-day
operations and performance of our company and on implementing
our longer-term strategic direction. At the same time, our
Chairman of the Board can focus his attention on longer term
strategic issues, setting the agenda for and on providing
insight and guidance to our Chief Executive Officer. We
currently believe that the separation of the roles of Chairman
of the Board and Chief Executive Officer is appropriate,
however, our Corporate Governance Guidelines do not require the
separation of the offices of the Chairman of the Board and the
Chief Executive Officer. The Board is free to choose its
Chairman of the Board in anyway that it deems best at any given
point in time.
The
Boards Role in Risk Oversight
The Board is responsible for enterprise risk management,
including risks associated with our corporate governance, such
as board organization, membership, structure and leadership
succession planning, as well as the management of risks arising
from our executive compensation policies and programs. While the
Board retains responsibility for the general oversight of risks,
it has delegated financial oversight to our Audit Committee,
which focuses on financial risk, including those that could
arise from our accounting and financial reporting processes and
our consolidated financial statement audits.
The Board and the Audit Committee work together to provide
enterprise-wide oversight of our management and handling of
risk. These responsibilities are satisfied through periodic
reports from the Audit Committee chairman regarding the risk
considerations within its area of expertise, as well as through
periodic reports to the Board, or the Audit Committee, from our
management team on areas of material risk to the Company,
including operational, financial, legal, regulatory and
strategic risks. The Board, or the Audit Committee with respect
to risks within its scope, reviews these reports to enable it to
understand our risk identification, risk management and risk
mitigation strategies. The Audit Committee chairman will report
to the Board at subsequent Board meetings regarding particular
risks within the scope of the Audit Committee, enabling the
Board and the Audit Committee to coordinate the risk oversight
role.
Audit
Committee
The Audit Committee was established under a written charter
which became effective as of the time we were first listed on
the New York Stock Exchange (we were delisted from the New York
Stock Exchange effective October 24, 2008), and which was
last amended and restated on December 18, 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 the SEC rules require be included in
our annual proxy statement. The Audit Committee met four times
during fiscal year 2010, in addition to acting by written
consent without a meeting. The Audit Committee Charter requires
such committee to be comprised of at least two members as
determined from time to time by the Board. As of the date of
this proxy statement, the members of our Audit Committee are
Messrs. Sheehan and Osborne. Mr. Sheehan is our Audit
Committee chair and our Audit Committee financial expert under
applicable SEC rules. Each member of our Audit Committee is
independent as defined under the Exchange Act and
New York Stock Exchange rules.
9
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; and
(d) reviewing the executive compensation disclosure in our
proxy statement.
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 the
committees; (c) oversee the evaluation of our management;
and (d) develop, review and recommend corporate governance
guidelines.
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:
GateHouse
Media, Inc.
Attn: Corporate Secretary
350 WillowBrook Office Park
Fairport, New York 14450
Fax:
(585) 248-9562
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
25.
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 our company; 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 our
company and independence from our management and our company.
The Board also may seek director candidates with a diversity of
backgrounds, experiences, gender and race. Each candidate should
be committed to enhancing
10
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 of our stockholders.
Identifying
and Evaluating Candidates for Directors
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 and evaluates such
candidates using the same criteria as other candidates. If any
materials are provided by a stockholder in connection with the
nomination of a director candidate, such materials should be
addressed to:
GateHouse
Media, Inc.
Attn: Corporate Secretary
350 WillowBrook Office Park
Fairport, New York 14450
Fax:
(585) 248-9562
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.
Our 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.
DIRECTOR
COMPENSATION
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, in
two equal semi-annual installments, to the chair of the Audit
Committee. Fees to independent directors may be paid by issuance
of our 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.
Except as otherwise provided by the plan administrator of 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 $15,000 as of the date of grant; however,
Messrs. Osborne and Sheehan will not be eligible to receive
these automatic annual grants.
11
2010 Director
Compensation Table
The following table provides information about the compensation
earned by our independent directors during 2010.
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Fees Earned or Paid in
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Cash(1)(2)
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Name
|
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($)
|
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Stock Awards($)
|
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Total ($)
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Richard L. Friedman(3)
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|
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30,000
|
|
|
|
0
|
|
|
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30,000
|
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Burl Osborne
|
|
|
30,000
|
|
|
|
0
|
|
|
|
30,000
|
|
Kevin M. Sheehan
|
|
|
35,000
|
|
|
|
0
|
|
|
|
35,000
|
|
|
|
|
(1) |
|
Amounts in this column reflect the annual cash retainer of
$30,000 earned for 2010. |
|
(2) |
|
Mr. Sheehans cash fee includes an additional $5,000
retainer he earned as Chair of the Audit Committee. |
|
(3) |
|
Mr. Friedman resigned as Director effective March 7,
2011. |
PROPOSAL ONE:
ELECTION OF DIRECTORS
There are two nominees for election to our Board at this
years annual meeting. In accordance with the terms of our
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 to the extent practicable. After the
resignation of Mr. Friedman on March 7, 2011, we
currently have two Class II directors, two Class III
directors and no Class I directors. 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
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 the director, your
shares will be voted for the person recommended by the Board. If
you wish to give specific instructions with respect to voting
for director, 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, the proxy holders, Garrett J. Cummings and Monica
Treviso, will vote for such other nominee or nominees as
designated by the Board.
The Board
recommends a vote FOR each of the following
Class II nominees:
|
|
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Burl Osborne
Director since October 2006
Age 73 |
|
Mr. Osborne formerly served as the Interim Chief Executive
Officer of Freedom Communications, Inc., a media company owning
daily and weekly newspapers and local television stations, from
July 2009 until July 2010. Mr. Osborne also formerly held
several positions in the Belo Corporation, a publicly traded
owner and operator of 20 television stations: 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. Mr. Osborne
served as Chairman of the Board of Directors of The Associated
Press from 2002 to 2007 and director from 1993 until 2007 and as
a member of the Executive Committee. Mr. Osborne also has
served as director and Past Chairman of Southern Newspaper |
12
|
|
|
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Publishers Association, and a director of Newspaper Association
of America. Currently Mr. Osborne is a board member of the
Committee to Protect Journalists, J.C. Penney Company, Inc. and
Freedom Communications, Inc. |
|
|
|
Mr. Osborne has significant knowledge of our company and
the newspaper, publishing, and multimedia industries through
management experience and board service. Mr. Osbornes
experience includes significant senior executive leadership
positions, including merger and acquisition operations. |
|
Michael E. Reed
Director since October 2006
Age 44 |
|
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.,
or CNHI, a leading publisher of local news and
information 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 as Vice
Chairman of the Board of Directors for the Newspaper Association
of America. Mr. Reed also serves on the Board of Directors
for the Minneapolis Star Tribune. Mr. Reed formerly 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. Mr. Reed has a deep understanding of our
operations, strategy and people, as well as our industry,
serving as our Chief Executive Officer for over four years. He
has also served in senior executive capacities with other
companies in the newspaper and publishing industries.
Mr. Reed has extensive corporate board experience. |
The
following Class III directors are serving on the Board for
a term that ends at the 2012 Annual Meeting:
|
|
|
Wesley R. Edens
Chairman of the Board since June 2005
Age 49 |
|
Mr. Edens is a principal and Co-Chairman of the Board of
Directors of Fortress Investment Group LLC
(Fortress). Mr. Edens has been
Co-Chairman of the Board of Directors of Fortress since August
2009 and a member of the Board of Directors of Fortress since
November 2006. Mr. Edens has been a member of the
Management Committee of Fortress since 1998. Mr. Edens is
responsible for Fortress private equity and publicly
traded alternative investment businesses. Prior to co-founding
Fortress in 1998, Mr. Edens was a partner and managing
director of BlackRock Financial Management Inc., where he headed
BlackRock Asset Investors, a private equity fund. In addition,
Mr. Edens was formerly a partner and managing director of
Lehman Brothers. Mr. Edens is Chairman of the Board of
Directors of each of Aircastle Limited, Brookdale Senior Living
Inc., Eurocastle Investment Limited, Newcastle Investment Corp.
and RailAmerica Inc. and a director of GAGFAH S.A. and PENN
National Gaming Inc. Mr. Edens was Chief Executive Officer
of Global Signal Inc. from February 2004 to April 2006 and
Chairman of the Board of Directors from October 2002 to January
2007. |
13
|
|
|
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|
Mr. Edens has extensive experience in the venture capital,
private equity and investment advisory fields. Mr. Edens
brings to our board his expertise in leading organizations,
dealing with capital markets, finance transactions and
acquisition matters, as well as fundamental financial statement
analysis, including balance sheets, income statements and cash
flow statements. |
|
Kevin Sheehan
Director since October 2006
Age 57 |
|
Mr. Sheehan currently serves as Chief Executive Officer of
Norwegian Cruise Line, which he joined in 2007. 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 January
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 previously served on the faculty
of Adelphi University, serving as a Distinguished Visiting
Professor Accounting, Finance and Economics. |
|
|
|
Mr. Sheehan has significant experience in a senior
management capacity for large corporations. Specifically, his
experience as the Chief Financial Officer of several large
corporations provide him with important experience and skills,
as well as an understanding of the complexities of our current
economic environment. Mr. Sheehan also brings significant
financial expertise to our Board. |
Upon the resignation of Richard L. Friedman on March 7,
2011, we no longer have any Class I directors.
PROPOSAL TWO:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP (EY), served as
our independent registered public accounting firm for the fiscal
year ending December 31, 2010. The Audit Committee has
selected EY as our independent registered public accounting firm
for the fiscal year ending December 31, 2011. This
selection will be presented to stockholders for ratification at
the annual meeting. The Audit Committee will consider the
outcome of this vote in its future deliberations regarding the
selection of our independent registered public accounting firm.
The Board recommends a vote in favor of the proposal to ratify
the selection of EY as our independent registered public
accounting firm for the fiscal year ending December 31,
2011 and the persons named as proxy holders (unless otherwise
instructed) will vote such proxies FOR this proposal.
We have been advised that an EY representative will be present
at the annual meeting and that such representative will be
available to respond to appropriate questions. Such
representative will also be given an opportunity to make a
statement if he or she should so desire.
14
Fees Paid
to EY
The following table sets forth the fees, which include
out-of-pocket
expenses, for services provided by EY during the fiscal years
ending December 31, 2010 and December 31, 2009.
|
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|
|
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|
|
2010
|
|
|
2009
|
|
|
Audit Fees
|
|
$
|
821,549
|
|
|
$
|
1,055,517
|
|
Audit-Related Fees
|
|
|
0
|
|
|
|
0
|
|
Tax Fees
|
|
|
0
|
|
|
|
0
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
Total
|
|
$
|
821,549
|
|
|
$
|
1,055,517
|
|
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: (1) the audit of
(i) our annual consolidated financial statements for the
fiscal years ending December 31, 2010 and December 31,
2009; and (ii) the effectiveness of internal control over
financial reporting for the fiscal year ending December 31,
2009; (2) the review of financial statements included in
our Quarterly Reports on
Form 10-Q;
and (3) services that are typically rendered in connection
with statutory and regulatory filings or engagements.
(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 our financial statements that are not included as audit fees.
These services consist of consultation on financial accounting
and reporting and due diligence assistance with acquisitions.
For the fiscal years ending December 31, 2010 and
December 31, 2009, no fees were incurred for these services.
(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 the fiscal years ending December 31,
2010 and December 31, 2009, no fees were incurred for these
services.
(d) All Other Fees. These are fees for
professional services rendered by EY that are reasonably related
to the performance of the audit or the review of our financial
statements that are not included as audit fees, audit-related
fees or tax fees. For the fiscal years ending December 31,
2010 and December 31, 2009, no fees were incurred for these
services.
Audit
Committee Pre-approval 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 us by the independent
registered public accounting firm prior to their engagement for
such services. Accordingly, all audit and audit-related services
for which EY was engaged were pre-approved by the Audit
Committee.
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.
Vote
Required and Recommendation
Ratification of the appointment of EY as our independent
registered public accounting firm for the fiscal year ending
December 31, 2011 requires the affirmative vote of a
majority of the shares of our common stock present in person or
represented by proxy and entitled to be voted at the meeting.
15
The Board unanimously recommends that you vote
FOR Proposal 2 relating to the ratification of
the appointment of EY as our independent registered public
accounting firm for the fiscal year ending December 31,
2011.
AUDIT
COMMITTEE REPORT
Management has the primary responsibility for the integrity of
the Companys financial information and the financial
reporting process, including the system of internal control over
financial reporting. The Companys independent registered
public accounting firm is responsible for conducting independent
audits of the Companys 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:
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reviewed and discussed the audited financial statements, the
adequacy of financial controls and the effectiveness of the
Companys internal control over financial reporting with
management and the Companys independent registered public
accounting firm;
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discussed with the Companys independent registered public
accounting firm the matters required to be discussed by the
statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1, AU section 380), as
adopted by the Public Company Accounting Oversight Board in
Rule 3200T;
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received the written disclosures and the letter from the
Companys 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
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discussed with it that firms independence.
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Based upon the reviews and discussions, the Audit Committee
recommended to the Board that the audited financial statements
be included in the Companys Annual Report on
Form 10-K
for the fiscal year ending December 31, 2010 for filing
with the SEC.
By: The
Audit Committee
Kevin M.
Sheehan, Chairman
Burl Osborne
16
COMMON
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth information regarding ownership
of our common stock as of March 28, 2011 (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 our records, information filed
with SEC and information provided to us, 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(1)
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Class
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Named Executive Officers and Directors (2)
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Michael E. Reed
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407,087
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*
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Melinda A. Janik
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100,000
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*
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Kirk Davis
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72,667
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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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Mark Maring
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100,372
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*
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Wesley R. Edens(3)
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22,975,800
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39.6
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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:
(8 persons)
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23,782,574
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40.9
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%
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5% Stockholders:
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Fortress Investment Holdings LLC(3)(4)
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22,975,800
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39.6
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%
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(1) |
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Consists of shares held, including shares of restricted stock
subject to vesting. |
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(2) |
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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. |
|
(3) |
|
Includes: 22,975,800 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) L.P.,
Fortress Investment Fund III (Fund E) L.P.,
Fortress Investment Fund III (Coinvestment
Fund A) LP, Fortress Investment Fund III
(Coinvestment Fund B) LP, Fortress Investment Fund III
(Coinvestment Fund C) LP and Fortress Investment
Fund III (Coinvestment Fund D) L.P.
(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 I LP (FOE I). |
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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.
Fortress Partners Master Fund LP (FPM)
is the sole managing member of FPOS. Fortress Partners Offshore
Master GP LLC is the general partner of FPM which has FOE I as
its sole managing member. |
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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. |
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FIG LLC is the sole member of each of FPA and DSOA. FIG LLC is
wholly owned by FOE I. FIG Corp is the general partner FOE I.
FIG Corp is wholly owned by FIG. |
17
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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. |
|
(4) |
|
The address of Fortress Investment Holdings LLC is 1345 Avenue
of the Americas, 46th Floor, New York, New York 10105. |
RELATED
PERSON TRANSACTIONS
Fortress
As of March 28, 2011, Fortress Investment Group LLC and
certain of its affiliates, including certain funds managed by it
or its affiliates, beneficially owned 39.6% of our outstanding
common stock.
In addition, our Chairman, Wesley Edens, is the Chairman of the
Management Committee of Fortress. We do not pay Mr. Edens a
salary or any other form of compensation.
Fortress
Indebtedness
As described more fully in our Annual Report on
Form 10-K
in Item 7 under the heading Indebtedness
2007 Credit Facility and in our Current Report on Form 8-K
filed on April 7, 2011, affiliates of Fortress Investment
Group LLC owned $126.0 million of the approximately
$1.2 billion outstanding under the 2007 Credit Facility as
of December 31, 2010. These amounts were purchased on
arms length terms in secondary market transactions. During
2010, we made interest payments totaling $28.6 million to
affiliates of Fortress Investment Group LLC.
Fortress
Preferred Stock Agreement with Subsidiary
On August 21, 2008, FIF III Liberty Holdings LLC
(FIF III), an affiliate of Fortress
Investment Group LLC, purchased an aggregate of
$11.5 million in 10% cumulative preferred stock of
GateHouse Media Macomb Holdings, Inc.
(Macomb), an operating subsidiary of ours.
Macomb, which is an Unrestricted Subsidiary under
the terms of the 2007 Credit Facility, used the proceeds from
such sale of preferred stock to make an $11.5 million cash
investment in Holdco non-voting 10% cumulative preferred stock.
Under the Preferred Stock Agreement, FIF III had the right to
require us to purchase its Macomb preferred stock during the
five-year period following the full repayment by us of the 2008
Bridge Facility for an amount equal to the original purchase
price plus accrued but unpaid dividends.
On December 7, 2010, FIF III, as the holder of the Macomb
preferred stock, exercised its right to require us to purchase
its Macomb preferred stock. We paid the purchase price of
$14.1 million on December 8, 2010, which represented
the sum of original purchase price paid by FIF III for the
Macomb preferred stock and accrued but unpaid dividends thereon.
Fortress
Investor Rights Agreement
On October 24, 2006, we entered into an Investor Rights
Agreement with FIF III. The Investor Rights Agreement provides
FIF III with certain rights with respect to the nomination of
directors to our Board as well as registration rights for
securities FIF III owns. The Investor Rights Agreement requires
us to take all necessary or desirable action within our control
to elect to our Board of Directors 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
18
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, we granted 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. We are not required to maintain the effectiveness
of the registration statement for more than 60 days. We are
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.
We are 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 our 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 us
(other than those public offerings pursuant to registration
statements on
Forms S-4
or S-8) or
by any of our 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.
We also granted Fortress, for as long as Fortress beneficially
owns at least 5% or more of our 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 our efforts to keep the shelf
registration statement continuously effective and our 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 we determine that certain disclosures required by the
shelf registration statement would be detrimental to us or our
stockholders.
We have agreed 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 our common stock,
unless such liability arose from Fortress misstatement or
omission, and Fortress has agreed to indemnify us against all
losses caused by its misstatements or omissions. We have agreed
to 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 Fortress
Fortress and its 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 have in the past, and in the future may
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 ours and that may, therefore, compete with
us for investment opportunities.
Cracked
Rock Media
Kirk Davis, our President and Chief Operating Officer, is the
owner of Cracked Rock Media, an owner of local newspapers in
Central Massachusetts. Mr. Davis has no
day-to-day
operational involvement with Cracked Rock Media. Cracked Rock
Medias activities may from time to time conflict with ours.
EXECUTIVE
OFFICERS
Michael E. Reed, age 44, became our Chief Executive
Officer in February 2006 and became a director in October 2006.
Mr. Reeds business experience and background is set
forth under Proposal One: Election of Directors on
page 14 of this proxy statement.
19
Melinda A. Janik, age 54, 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, human resource and
benefit outsourcing services, from 2005 to 2009. Prior to
joining Paychex, Inc., Ms. Janik served as Senior Vice
President and Chief Financial Officer for Glimcher Realty Trust,
a national mall Real Estate Investment Trust based in Columbus,
Ohio, from 2002 to 2004. Ms. Janik was formerly Vice
President and Treasurer of NCR Corporation, a global provider of
financial and retail self service solutions and data
warehousing, from 1997 to 2002. Prior to that, she worked for
the accounting firm PricewaterhouseCoopers LLP. Ms. Janik
is a Certified Public Account and holds an MBA in finance and
accounting and a bachelors degree in chemistry from the
State University of New York at Buffalo.
Kirk Davis, age 49, became our President and Chief
Operating Officer in January 2009. Mr. Davis has been with
us since 2006, serving as the Chief Executive Officer of
GateHouse Media New England. Prior to joining us, Mr. Davis
served as the Chief Executive Officer of Enterprise NewsMedia,
LLC, also known as the South of Boston Media Group, from 2004 to
2006, which we purchased on June 6, 2006. Prior to that,
Mr. Davis served as Vice President of Publishing for Turley
Publications, Inc., a publishing and printing company, 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,
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 as well as
past chairman of the SNA Foundation. In 2007, Mr. Davis was
elected to the Board of Directors of the Audit Bureau of
Circulations.
Polly G. Sack, age 51, became our Vice President,
Secretary and General Counsel in May 2006. Ms. Sack was
named a Senior Vice President of ours 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 bachelor degrees in
civil engineering and mathematics from the Massachusetts
Institute of Technology and a masters degree in civil
engineering from Stanford University, in addition to a law
degree from Stanford University Law School.
Mark Maring, age 44, became our Vice President of
Investor Relations and Strategic Development in March 2008 and
became our Treasurer in February 2009. Mr. Maring also
served as our 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 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.
COMPENSATION
OF NAMED EXECUTIVE OFFICERS
The Board has responsibility for establishing, implementing and
continually monitoring executive compensation. The Boards
focus is to establish compensation at levels necessary to
attract, retain and motivate the best possible executive talent.
Historically, the Board has developed our executive compensation
programs based on input from our Chief Executive Officer, the
officers current compensation, our financial condition,
our operating results, and individual performance.
20
Throughout this section, the individual who served as the
Companys chief executive officer during 2010, as well as
the two other individuals included in the 2010 Summary
Compensation Table included below, are referred to as our
Named Executive Officers. For the fiscal year ended
December 31, 2010, the principal components of compensation
for Named Executive Officers consisted of base salary and
discretionary cash bonuses.
2010
Summary Compensation Table
The table below summarizes the total compensation paid or earned
by each of the Named Executive Officers for the fiscal years
ended December 31, 2010 and 2009.
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Change in
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Pension
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Value and
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Nonqualified
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Deferred
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Compensation
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All Other
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Salary
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|
Bonus(1)
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Stock
|
|
Earnings
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|
Compensation
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|
Total
|
Name and Principal Position
|
|
Year
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|
($)
|
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($)
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|
Awards ($)
|
|
($)(2)
|
|
($)
|
|
($)
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|
Michael E. Reed
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|
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2010
|
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$
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500,000
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|
|
$
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750,000
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$
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1,250,000
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Chief Executive Officer
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2009
|
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500,000
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500,000
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|
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1,000,000
|
|
Melinda A. Janik
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|
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2010
|
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275,000
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160,000
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435,000
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|
Senior Vice President and Chief
|
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2009
|
|
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248,558
|
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150,000
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10,000
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408,558
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|
Financial Officer
|
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Kirk Davis
|
|
|
2010
|
|
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|
461,261
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|
|
|
275,000
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|
|
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$
|
4,078
|
|
|
|
|
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740,339
|
|
President and Chief Operating
|
|
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2009
|
|
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461,261
|
|
|
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250,000
|
|
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|
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711,261
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|
Officer
|
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(1) |
|
The amounts in this column reflect the bonus amount earned in
the respective year without regard to the year those amounts
were actually paid. |
|
(2) |
|
The amount in this column represents the aggregate change in the
actuarial present value of Mr. Davis accumulated
benefit under the George W. Prescott Publishing Company Pension
Plan, which was frozen effective December 31, 2008. |
Employment
Agreements
Michael
E. Reed
Mr. Reed is employed as our Chief Executive Officer
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 our size and nature.
Pursuant to his employment agreement, which has an initial
three-year term that automatically renews subject to the same
terms and conditions for additional one-year terms unless either
we 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 our Board. The bonus is payable
in either our common stock or cash in the discretion of the
Board, provided that no more than 50% of the bonus shall be
payable in our common stock without Mr. Reeds
approval.
Melinda
A. Janik
Ms. Janik was appointed to serve as our Senior Vice
President and Chief Financial Officer effective February 2,
2009 pursuant to an offer letter dated December 24, 2008.
Pursuant to her offer letter, which has no guaranteed term of
employment or renewal provision, Ms. Janiks initial
annual base salary was set at $275,000. Ms. Janik is
eligible for an annual bonus based on achievement of annually
agreed upon goals, with the target bonus being 50% of base pay,
payable in such combination of cash and shares of our common
stock as determined by the Board, in its sole discretion under
the Incentive Plan (or any
21
similar or successor plan). On February 6, 2009,
Ms. Janik also received an initial stock grant of
100,000 shares issued under the Incentive Plan. Such grant
vests ratably on February 6, 2010, February 6, 2011
and February 6, 2012.
Kirk
Davis
Mr. Davis is employed as our President and Chief Operating
Officer pursuant to an employment agreement effective as of
January 9, 2009. Under this agreement, he has the duties
and responsibilities customarily exercised by the person serving
as president and chief operating officer of a company of our
size and nature.
Pursuant to his employment agreement, which has no guaranteed
term of employment or renewal provision, Mr. Davis
annual base salary shall be reviewed on an annual basis and
adjusted in our sole discretion. Mr. Davis also is eligible
for an annual bonus, based on the achievement, as determined by
the Board in its sole discretion, of certain performance
standards agreed to by Mr. Davis and our Board. Such bonus
may be paid in such combination of cash and shares of our common
stock as determined by the Board, in its sole discretion under
the Incentive Plan (or any similar or successor plan).
General
Certain of our Named Executive Officers have restrictive
covenants in their employment agreements
and/or their
management stockholder agreements for our benefit 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 our 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.
No Equity
Compensation Granted During 2010
We did not grant any annual cash incentive compensation, stock
options or restricted share awards to our Named Executive
Officers during the fiscal year ending December 31, 2010.
2010
Discretionary Cash Bonuses
Each of our Named Executive Officers is entitled to a
discretionary annual bonus as determined by the Board in its
sole discretion. The bonus is payable in our common stock or
cash or a combination thereof, as determined by the Board, in
its sole discretion. Any bonus that is payable in common stock
vests over a specified period. In determining the amount, if
any, of a discretionary annual bonus to award to each of our
Named Executive Officers, the Board considered: (i) the
achievement of certain performance goals of the Company and the
Named Executive Officer: (ii) the effects on our
performance of the current financial downturn and the changing
nature of our industry and our business; (iii) the
leadership provided by the Named Executive Officer during these
challenging times; and (iv) the need to retain our Named
Executive Officers during these times.
For 2010, the Board considered the above factors and, on
March 1, 2011, awarded the following discretionary cash
bonuses to our Named Executive Officers:
Mr. Reed $750,000; Ms. Janik - $160,000;
and Mr. Davis $275,000.
22
2010
Outstanding Equity Awards at Fiscal Year-End
In addition, we have provided the following Outstanding Equity
Awards at Fiscal Year-End table to summarize the equity awards
made to our Named Executive Officers which are outstanding as of
December 31, 2010.
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Stock Awards
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Market Value
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of Shares
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Number of
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or Units of
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Shares or Units
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Stock that
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of Stock that
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have not
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have not Vested
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Vested(1)
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Name
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(#)
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($)
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Michael E. Reed
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100,000
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(2)(3)
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10,000
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7,955
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(4)
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796
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Melinda A. Janik
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33,333
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(5)
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3,333
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33,333
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(6)
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3,333
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Kirk Davis
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16,667
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(7)
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1,667
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1,989
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(4)
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199
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(1) |
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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 ($0.10) on December 31, 2010, the last
trading day of 2010. There can be no assurance that the amounts
shown in the table will ever be realized by the Named Executive
Officer. |
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(2) |
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Pursuant to his employment agreement, Mr. Reed received a
one-time grant of 300,000 shares of restricted common
stock. 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). |
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(3) |
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Shares of restricted stock vest on March 1, 2011. |
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(4) |
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Shares of restricted stock vest on January 3, 2011. |
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(5) |
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Shares of restricted stock vest on February 6, 2011. |
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(6) |
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Shares of restricted stock vest on February 6, 2012. |
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(7) |
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Shares of restricted stock vest on October 26, 2011. |
Retirement
Benefits
We maintain one defined benefit plan, the George W. Prescott
Publishing Company Pension Plan (the Prescott Pension
Plan). The Prescott Pension Plan benefits the
employees of the George W. Prescott Publishing Company by
providing funded, tax-qualified benefits up to the limits on
compensation and benefits under the Internal Revenue Code.
Benefits under the Prescott Pension Plan are funded by an
irrevocable tax-exempt trust. An executives benefits under
the Prescott Pension Plan are payable from the assets held by a
tax-exempt trust, and are based on earnings up to a compensation
limit under the Internal Revenue Code (which was $230,000 in
2008).
Effective December 31, 2008, the Prescott Pension Plan was
amended to freeze benefit and participation. The only Named
Executive Officer listed in the proxy statement who has benefits
in the Prescott Pension Plan is Mr. Davis. The terms and
conditions below relate solely to participants in the Prescott
Pension Plan.
The Normal Retirement Benefit is expressed as an
annual single life annuity payable from normal retirement age
for the remainder of his life. The benefit under the Prescott
Pension Plan is equal to an amount equal to the sum of
(i) and (ii):
(i) an amount equal to the product of:
(a) 0.5% of Mr. Davis Average Compensation not
in excess of the covered compensation base plus 1% of his
Average Compensation in excess of the covered compensation
base; and
(b) Mr. Davis years of Accrued Service (not in
excess of 40).
23
(ii) an amount equal to the product of:
(a) 0.67% of Mr. Davis Average
Compensation; and
(b) Mr. Davis years of Accrued Service in excess
of 40.
Average Compensation means the average of
Mr. Davis highest compensation paid during any five
consecutive plan years of the ten plan years prior to
December 31, 2008. Compensation means
Mr. Davis total compensation in a plan year,
excluding any bonuses, any overtime payments, and employer
contributions under the Prescott Pension Plan or under any other
employee benefit plan of an affiliated company. Pay in excess of
the Internal Revenue Code Section 401(a)(17) limit, is not
considered. Accrued Service is the total number of
years prior to January 1, 2009 (June 1, 2009 for IBT
Union employees), during which the executive has completed at
least 1,000 Hours of Service.
If Mr. Davis retires after reaching the age of 60 and has
completed five years of vesting service, he is entitled to the
benefit amount. However, the benefit amount will be reduced
0.56% for each month his retirement precedes his reaching the
age of 65.
In the event Mr. Davis dies prior to the commencement of
benefit payments, his spouse will be eligible for a death
benefit protection. This provides that if Mr. Davis and
spouse were married for at least one year prior to his date of
death, then the spouse of Mr. Davis shall receive a
survivor annuity which is equal to 50% of the pension
Mr. Davis would have received had he retired on his date of
death or age 60, if later, with a joint and 50% survivor
annuity option.
If Mr. Davis dies after payment of his benefit under the
Prescott Pension Plan has commenced, the death benefit payable,
if any, shall be determined in accordance with the form in which
the benefit was being paid. The pension benefit under the
Prescott Pension Plan is reduced if paid before normal
retirement age. The pension benefit is defined as a single life
annuity. Optional annuity forms which are approximately equal in
value are also available.
Potential
Payments Upon Termination or Change of Control
Each of our Named Executive Officers 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). In addition, each of our Named Executive
Officers may receive compensation under the terms of our
Management Stockholder Agreements or the Incentive plan, as well
as under the terms of their employment agreement or offer
letter. Mr. Reed and Mr. Davis have entered into
employment agreements with us, and we entered into an
arrangement and understanding with respect to
Ms. Janiks appointment by way of an offer letter.
The Management Stockholder Agreement with Mr. Reed contains
a call option exercisable at our discretion pursuant to which we
may purchase the shares of non-forfeited common stock which are
subject to the Management Stockholder Agreement upon termination
of his employment for any reason (the Call
Option). The amount we will pay him is determined as
follows: (a) in the case of a termination for cause, the
lower of the purchase price of $1,000 per share or the fair
market value (as determined by the Board) or (b) in the
case of a termination for any reason other than cause, the fair
market value (as determined by the Board).
Additionally, under the Incentive Plan, if a Named Executive
Officers employment is terminated for any reason, we will
immediately repurchase any remaining unvested restricted shares
at a price equal to the par value ($.01) per share (the
Repurchase Obligation).
Payments
Made Upon Voluntary Termination and Termination for
Cause
Under Mr. Reeds and Mr. Daviss respective
employment agreements, if they voluntarily terminate their
employment or are terminated by us for cause, they would not be
entitled to any further compensation or benefits other than
Accrued Benefits. They would also forfeit all unvested shares
subject to their initial stock grant and any restricted stock
bonuses and, in the case of termination due to an act of
dishonesty committed in connection with our business, they would
forfeit all shares subject to their initial stock grant and any
restricted stock bonuses. Under the
24
Management Stockholder Agreements, we may exercise our Call
Option. Under the Incentive Plan, we will purchase any remaining
unvested restricted shares pursuant to our Repurchase Obligation.
Payments
Made Upon Death or Disability
Under Mr. Reeds and Mr. Daviss respective
employment agreements, if their employment is terminated by
reason of death or disability, they would not be entitled to
receive any further compensation or benefits other than the
Accrued Benefits. If Mr. Reed or Mr. Davis fails to
perform their duties as a result of disability or incapacity,
they shall continue to receive their base salary and all other
benefits and all other compensation unless and until their
employment is terminated. If our Named Executive Officers
employment is terminated by reason of death or disability, we
may exercise our Repurchase Obligation under the Incentive Plan.
In addition, under the Management Stockholder Agreements, we may
exercise our 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, we will purchase any
remaining unvested restricted shares pursuant to our Repurchase
Obligation.
Payments
Made Upon Involuntary not for Cause Termination, or Change in
Control with Termination
Under the employment agreements with Mr. Reed and
Mr. Davis and the offer letter with Mr. Janik, if
their employment is terminated by us other than for cause, they
shall be entitled to:
(a) the Accrued Benefits;
(b) an amount equal to twelve months current base
salary;
(c) the annual bonus including any declared bonus not yet
paid;
(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
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;
(f) if such termination occurs within twelve months of a
change in control, 100% of the remaining unvested shares subject
to the initial stock grant and any additional restricted stock
bonuses will automatically vest; and
(g) under the Management Stockholder Agreements, we may
exercise our 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, we will purchase any remaining
unvested restricted shares pursuant to our Repurchase
Obligation. If the termination occurs within twelve months of a
change in control, 100% of the remaining unvested shares will
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) any person acquiring 50.1% or more of our voting
securities (other than securities acquired directly from us or
our affiliates); or
(b) upon the consummation of a merger or consolidation of
us or any subsidiary other than a merger or consolidation where
at least a majority of the Board immediately following the
merger or consolidation is 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 our company of all or
substantially all of our assets, other than (i) a sale or
disposition by us of our assets to an entity of which at least
25
50.1% of the voting power is owned by our stockholders or
(ii) a sale or disposition of all or substantially all of
our 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.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires our
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 our equity securities
with the SEC. During 2010, all of our directors, executive
officers and persons or groups holding more than 10% of our
common stock complied in a timely manner with the filing
requirements of Section 16(a) of the Exchange Act. In
making this statement, we relied solely on the written
representations of our directors, executive officers and persons
or groups holding more than 10% of our common stock and copies
of the reports that they have filed with the SEC.
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 our common stock
who share the same address or household may not receive separate
copies of this proxy statement and our 2010 Annual Report or
Notice of Internet Availability of Proxy Materials, as
applicable. We 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
We will provide to each stockholder who is solicited to vote at
the 2010 Annual Meeting of Stockholders, upon the request of
such person and without charge, a free copy of our 2010 Annual
Report. Please write us at: 350 WillowBrook Office Park,
Fairport, New York 14450, Attention: Investor Relations.
26
0 GATEHOUSE MEDIA, INC. PROXY/VOTING INSTRUCTION CARD PROXY SOLICITED BY THE BOARD FOR ANNUAL
MEETING OF STOCKHOLDERS The undersigned hereby appoints GARRETT CUMMINGS and MONICA TREVISO, or
either of them, each with full power of substitution and revocation, as the proxy or proxies of the
undersigned to represent the undersigned and vote all shares of common stock of GateHouse Media,
Inc. that the undersigned would be entitled to vote if personally present at the Annual Meeting of
Stockholders of GateHouse Media, Inc., to be held in the Board Room at GateHouse Media, Inc.,
located at 350 WillowBrook Office Park, Fairport, NY 14450 on Thursday, May 26, 2011 at 9:00 a.m.,
local time, including any adjournments and postponements thereof, upon the matters set forth on
the reverse side and more fully described in the notice of meeting and proxy statement for said
Annual Meeting, and in their discretion upon all other matters that may properly come before said
Annual Meeting. This Proxy revokes any prior Proxy given by the undersigned. CONTINUED AND TO BE
SIGNED ON REVERSE SIDE COMMENTS: 14475 |
ANNUAL MEETING OF STOCKHOLDERS OF GATEHOUSE MEDIA, INC. May 26, 2011 PROXY VOTING INSTRUCTIONS
INTERNET Access www.voteproxy.com and follow the on-screen instructions. Have your proxy card
available when you access the web page. COMPANY NUMBER TELEPHONE Call toll-free 1-800-PROXIES
(1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone
telephone and follow the instructions. Have your proxy card available when you call. ACCOUNT
NUMBER Vote online/phone until 11:59 PM EST the day before the meeting. MAIL Sign, date and mail
your proxy card in the envelope provided as soon as possible. IN PERSON You may vote your shares
in person by attending the Annual Meeting. NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL: The
proxy statement, including the notice of meeting, and annual report are available at
http://investors.gatehousemedia.com/annuals.cfm Please detach along perforated line and mail in the
envelope provided IF you are not voting via telephone.20230000000000001000 9 052611 THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL 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 THE DIRECTORS: 2. RATIFICATION OF THE SELECTION OF
ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC NOMINEES: ACCOUNTING FIRM FOR ALL NOMINEES O
Burl Osborne O Michael E. Reed 3. In their discretion, the proxies are authorized to vote upon such
other matters WITHHOLD AUTHORITY as may properly come before the Annual Meeting. FOR ALL NOMINEES
KEVIN SHEEHAN THE SHARES COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE FOR ALL EXCEPT WITH THE
CHOICES MADE. WHEN NO CHOICE IS MADE, THIS PROXY (See instructions below) WILL BE VOTED FOR ALL
LISTED NOMINEES FOR DIRECTOR AND FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR
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: JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK,
NY 10038 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. |
ANNUAL MEETING OF STOCKHOLDERS OF GATEHOUSE MEDIA, INC. May 26, 2011 NOTICE OF INTERNET
AVAILABILITY OF PROXY MATERIAL: The proxy statement, including the notice of meeting, and annual
report 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 052611 THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE ELECTION OF ALL 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 THE DIRECTORS: 2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP
AS OUR INDEPENDENT REGISTERED PUBLIC NOMINEES: ACCOUNTING FIRM FOR ALL NOMINEES O Burl Osborne O
Michael E. Reed 3. In their discretion, the proxies are authorized to vote upon such other matters
WITHHOLD AUTHORITY as may properly come before the Annual Meeting. FOR ALL NOMINEES THE SHARES
COVERED BY THIS PROXY WILL BE VOTED IN ACCORDANCE FOR ALL EXCEPT WITH THE CHOICES MADE. WHEN NO
CHOICE IS MADE, THIS PROXY (See instructions below) WILL BE VOTED FOR ALL LISTED NOMINEES FOR
DIRECTOR AND FOR RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS OUR 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. |