TIME INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-01-31: Form 8-K; Period of report 2018-01-31; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.02.
- 2018-01-11: Form 8-K; Period of report 2018-01-08; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
- 2017-11-27: Form 8-K; Period of report 2017-11-26; Description 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure; Details 1.01.
- 2017-11-17: Form 8-K; Period of report 2017-11-17; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-01-31 | 8-K | 2018-01-31 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.02 On January 31, 2018, in connection with the Merger, that certain Credit Agreement, dated April 24, 2014, by and among the Company, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A. as administrative agent (as amended by Amendment No. 1, dated as of October 11, 2017) was terminated. 2.01 The disclosures under the Introductory Note and Item 3.01 are each incorporated herein by reference. 3.01 On January 31, 2018, the Company (a) notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and (b) requested that the NYSE (i) suspend trading of the Shares effective January 31, 2018, and (ii) filed with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 3.03 The information set forth in the Introductory Note, Item 2.01 and Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 As a result of Purchaser’s acceptance for payment of all Shares that were validly tendered and not validly withdrawn prior to the expiration of the Offer and the consummation of the Merger pursuant to Section 251(h) of the DGCL, a change in control of the Company occurred and the Company is now a wholly owned subsidiary of Parent. 5.02 In connection with the consummation of the Merger, as contemplated by the Merger Agreement, Rich Battista, David A. Bell, John M. Fahey, Manuel A. Fernandez, Dennis J. FitzSimons, Betsy D. Holden, Kay Koplovitz, Ronald S. Rolfe, Daniel L. Rosensweig, Katie J. Stanton and Michael P. Zeisser, are no longer members of the board of directors of the Company, effective as of the Effective Time. 5.03 Pursuant to the terms of the Merger Agreement, the certificate of incorporation and bylaws of the Company were amended and restated in their entirety, effective as of the Effective Time. | d531710d8k.htm |
| 2018-01-11 | 8-K | 2018-01-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | d515640d8k.htm | |
| 2017-11-27 | 8-K | 2017-11-26 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On November 26, 2017, the Company issued a press release announcing entry into the Merger Agreement. | d459013d8k.htm |
| 2017-11-17 | 8-K | 2017-11-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On November 14, 2017, Time Inc. (“Time”) entered into a letter agreement with Greg Giangrande, Time’s EVP, Chief Human Resources and Communications Officer, that amended Mr. Giangrande’s employment agreement dated April 30, 2015 with Time (the “Employment Agreement”), effective November 14, 2017. | form8-k.htm |
| 2017-11-17 | 8-K | 2017-11-17 | 7.01 Regulation FD Disclosure | 7.01 Members of Time Inc. (the “Company”) management will provide an overview of the Company in one or more investor presentations. | mgmtpresentation.htm |
| 2017-11-09 | 8-K | 2017-11-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 9, 2017, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended September 30, 2017. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k9302017cover.htm |
| 2017-10-11 | 8-K | 2017-10-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in response to Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. | d656412d8k.htm |
| 2017-10-05 | 8-K | 2017-10-04 | 8.01 Other Events | 8.01 On October 4, 2017, Time Inc. (the “Company”) issued a press release announcing the pricing of its private offering of $300.0 million aggregate principal amount of senior unsecured notes due 2025 (the “Notes”). | form8k.htm |
| 2017-10-02 | 8-K | 2017-10-02 | 8.01 Other Events | 8.01 On October 2, 2017, Time Inc. issued a press release announcing the launch of its private offering of $300.0 million aggregate principal amount of senior unsecured notes due 2025. | form8k.htm |
| 2017-09-22 | 8-K | 2017-09-22 | 7.01 Regulation FD Disclosure | 7.01 On September 22, 2017, Time Inc. (the “Company”) will announce that it is seeking an amendment (the “Amendment”) to its credit agreement in order (i) to extend the maturity of its revolving credit facility (the “Revolving Facility”) from April 2019 to October 2022 and the maturity of its outstanding term “B” loan (the “Term Loan”) from April 2021 to October 2024 (in each case subject to an earlier springing maturity date on the date that is the 91st day prior to the scheduled maturity date of the Company’s existing 5.75% senior notes due 2022 (the “Existing Notes”), if on such date more than $100.0 million aggregate principal amount of the Existing Notes remain outstanding), (ii) to reduce the revolving credit commitments under the Revolving Facility from $500.0 million to $300.0 million and (iii) to amend certain other provisions thereof. | form8k.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 8, 2017, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended June 30, 2017. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k6302017cover.htm |
| 2017-08-08 | 8-K | 2017-08-08 | 7.01 Regulation FD Disclosure | 7.01 Members of Time Inc. (the “Company”) management will provide an overview of the Company in one or more investor presentations. | d364361d8k.htm |
| 2017-08-07 | 8-K | 2017-08-03 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On August 3, 2017, the Board of Directors (the “Board”) of Time Inc. (the “Company”) increased the size of the Board to 11 members and appointed Ms. Katie J. Stanton as a director, effective immediately. | a8-kboardxstanton.htm |
| 2017-07-06 | 8-K | 2017-06-29 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 29, 2017, Time Inc. (the "Company") held its annual meeting of stockholders ("Annual Meeting"). | a8-kannualmtgvotingresults.htm |
| 2017-06-06 | 8-K | 2017-06-06 | 7.01 Regulation FD Disclosure | 7.01 Members of Time Inc. (the “Company”) management will provide an overview of the Company in one or more investor presentations. | a8k662017cover.htm |
| 2017-05-10 | 8-K | 2017-05-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 10, 2017, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter and year ended March 31, 2017. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k3312017cover.htm |
| 2017-05-10 | 8-K | 2017-05-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 10, 2017, Mr. Joseph A. Ripp, Executive Chairman of Time Inc. (the “Company”), and the Company mutually agreed that Mr. Ripp will not stand for re-election at the 2017 Annual Meeting of Stockholders and that effective on the date of the Company’s 2017 Annual Meeting of Stockholders Mr. Ripp will retire from the Board of Directors (the “Board”) and the Company. | d387831d8k.htm |
| 2017-04-28 | 8-K | 2017-04-28 | 7.01 Regulation FD Disclosure | 7.01 On April 28, 2017, Time Inc. issued a press release. | d386015d8k.htm |
| 2017-03-23 | 8-K | 2017-03-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On March 21, 2017, the Board of Directors (the “Board”) of Time Inc. (the “Company”) approved June 29, 2017 as the date of the Company’s 2017 annual meeting of stockholders (the “2017 Annual Meeting”). | d256511d8k.htm |
| 2017-03-03 | 8-K | 2017-03-03 | 7.01 Regulation FD Disclosure | 7.01 Members of Time Inc. (the “Company”) management will provide an overview of the Company in one or more investor presentations. | d314290d8k.htm |
| 2017-02-16 | 8-K | 2017-02-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 16, 2017, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter and year ended December 31, 2016. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k12312016cover.htm |
| 2017-02-03 | 8-K | 2017-02-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 1, 2017, Time Inc. (the “Company”) adopted the Time Inc. Key Management Change in Control Severance Plan (the “Plan”), which provides certain enhanced benefits to key management employees who the Company determines are most likely to be impacted by a change in control (primarily the Company’s executive officers), so that they can continue to exercise their judgment and legal responsibilities without the potential for distraction and bias that can arise from concerns regarding their personal circumstances. | d332790d8k.htm |
| 2017-01-06 | 8-K | 2017-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (c) On January 4, 2017, Time Inc. (the “Company”) appointed Galiya Tleuova as SVP, Controller of the Company, effective on the same day. | a8k01062017.htm |
| 2016-12-19 | 8-K | 2016-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 13, 2016, Time Inc., a Delaware corporation (the "Company"), announced that Mark Ford will step down as Executive Vice President and Chief Revenue Officer of the Company and will assume the new role of Executive Vice President and Senior Strategic Sales Advisor, effective January 9, 2017. | a8k12192016.htm |
| 2016-11-03 | 8-K | 2016-11-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 3, 2016, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended September 30, 2016. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k9302016cover.htm |
| 2016-10-18 | 8-K | 2016-10-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Pursuant to an agreement entered into on October 17, 2016, Jeffrey J. Bairstow will depart from Time Inc. (the “Company”) after a transition period. | d264282d8k.htm |
| 2016-09-15 | 8-K | 2016-09-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 14, 2016, the Company appointed Jen Wong as its Chief Operating Officer, with responsibility for (1) all digital operations and business development, (2) all product development and engineering, (3) the Foundry division, and (4) the Consumer Marketing and Revenue division, effective September 19, 2016. | d259448d8k.htm |
| 2016-09-13 | 8-K | 2016-09-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 12, 2016, the Company and Joseph A. Ripp mutually agreed that he would step down, effective immediately, as the Company’s Chief Executive Officer. | d252595d8k.htm |
| 2016-08-04 | 8-K | 2016-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 4, 2016, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended June 30, 2016. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k6302016cover.htm |
| 2016-07-25 | 8-K | 2016-07-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 20, 2016, Time Inc., a Delaware corporation (the “Company”), and Norman Pearlstine, the Company’s former Chief Content Officer, executed an amendment (the “Amendment”) to that certain employment agreement between Mr. Pearlstine and the Company dated as of November 5, 2013 as amended on March 31, 2014 (the “Current Agreement” and, as amended by the Amendment, the “Agreement”), effective as of July 18, 2016. | d215631d8k.htm |
| 2016-07-19 | 8-K | 2016-07-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 13, 2016, Time Inc., a Delaware corporation (the “Company”), announced that Evelyn Webster, Executive Vice President of the Company, would leave the Company at the end of August 2016. | d228890d8k.htm |
| 2016-06-09 | 8-K | 2016-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 7, 2016, at the annual meeting of stockholders (the “Annual Meeting”) of Time Inc. (the “Company”), the Company’s stockholders approved the Time Inc. 2016 Omnibus Incentive Compensation Plan (the “Plan”). 5.07 The Company held its Annual Meeting on June 7, 2016. | a8-kannualmtgvotingresults.htm |
| 2016-05-17 | 8-K | 2016-05-17 | 7.01 Regulation FD Disclosure | 7.01 On May 17, 2016, Time Inc. (the “Company”) is holding an Investor Open House during which it will provide information to investors about the Company and its business. | a8k5172016cover.htm |
| 2016-05-05 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 5, 2016, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter ended March 31, 2016. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k3312016cover.htm |
| 2016-03-02 | 8-K | 2016-03-02 | 8.01 Other Events | 8.01 On March 2, 2016, Time Inc. (the “Company”) issued a press release regarding the completion by the Company of the previously announced acquisition of the assets of Viant Technology, Inc. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d152524d8k.htm |
| 2016-02-11 | 8-K | 2016-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2016, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the quarter and year ended December 31, 2015. | a8k12312015cover.htm |
| 2016-02-11 | 8-K | 2016-02-11 | 8.01 Other Events | 8.01 On February 11, 2016, Time Inc. (the “Company”) issued a press release announcing that the Company has entered into a series of agreements to acquire the assets of Viant Technology Inc. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. | d278673d8k.htm |
| 2016-02-09 | 8-K | 2016-02-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 8, 2016, the Board of Directors (the “Board”) of Time Inc. (the “Company”) elected Mr. Michael Zeisser as a director, effective immediately. | d124978d8k.htm |
| 2015-11-24 | 8-K | 2015-11-24 | 2.01 Completion of Acquisition or Disposition of Assets; 8.01 Other Events | 2.01 The disclosure in Item 8.01 below is incorporated by reference into this Item 2.01. 8.01 On November 24, 2015, Time Inc. (the “Company”) completed the previously announced sale of 100% of the capital stock of IPC Magazines Group Limited (“IPC Magazines Group”) to Blue Fin UK Limited for £412 million (the “Sale”). | d53081d8k.htm |
| 2015-11-12 | 8-K | 2015-11-12 | 8.01 Other Events | 8.01 On November 12, 2015, Time Inc. (the “Company”) announced that the Board of Directors of the Company (the “Board”) had determined to accelerate the start date of the previously announced authorization relating to stock repurchases and debt repurchases/repayments and has authorized the purchase, effective immediately, of up to $300 million of the Company’s common stock and the prepayment or repurchase of up to $200 million principal amount of the Company’s debt prior to, and regardless of whether, the previously announced sale of the Blue Fin Building is consummated. | d13141d8k.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 5, 2015, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the third quarter ended September 30, 2015. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k9302015cover.htm |
| 2015-10-30 | 8-K | 2015-10-30 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 30, 2015, Time Inc. (UK) Blue Fin Holdings Limited (the “Seller”), an indirect wholly-owned subsidiary of Time Inc. (together with its subsidiaries, the “Company”), entered into a definitive agreement (the “Sale Agreement”) with Blue Fin UK Limited (the “Buyer”) for the sale (the “Sale”) of 100% of the capital stock of IPC Magazines Group Limited (“IPC Magazines Group”), subject to the satisfaction of customary closing conditions. | d24395d8k.htm |
| 2015-10-23 | 8-K | 2015-10-19 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 In connection with a potential sale of the Blue Fin building, the Company’s principal executive offices in the U.K., on October 19, 2015, Time Inc. (together with its subsidiaries, the “Company”) and Time Inc. (UK) Ltd., which is the Company’s primary operating subsidiary in the U.K. (“Time Inc. UK”), entered into a deed of guarantee (the “New Pension Support Agreement”) with IPC Media Pension Trustee Limited (the “Trustee”), the trustee of the IPC Media Pension Scheme, a defined benefit pension plan for certain of the Company’s current and former U.K. employees that is closed to new participants (the “UK Pension Plan”). | d47641d8k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 4, 2015, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the second quarter ended June 30, 2015. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k6302015cover.htm |
| 2015-06-08 | 8-K | 2015-06-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On June 5, 2015, at the annual meeting of stockholders (the “Annual Meeting”) of Time Inc. (the “Company”), the Company’s stockholders reapproved the Time Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”). 5.07 The Company held its Annual Meeting on June 5, 2015. | a8-kvotingresults6x5x2015.htm |
| 2015-05-21 | 8-K | 2015-05-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 A copy of the Company’s Amended and Restated By-Laws reflecting such amendment is attached hereto as Exhibit 3.1. | d932618d8k.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 7, 2015, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the first quarter ended March 31, 2015. 7.01 See Item 2.02 above regarding the Presentation Deck. | a8k3312015cover.htm |
| 2015-02-12 | 8-K | 2015-02-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 12, 2015, Time Inc. (the “Company”) issued a press release relating to, among other things, its financial results for the fourth quarter and year ended December 31, 2014. 7.01 See Item 2.02 above regarding the Trending Schedules and the Presentation Deck. | a8k12312014earningsrelease.htm |
| 2014-12-04 | 8-K | 2014-12-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 1, 2014, Time Inc. and Executive Vice President Todd Larsen agreed that his employment with the company will be terminated effective December 31, 2014. | a201412-03larsen8xk.htm |
| 2014-11-04 | 8-K | 2014-11-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 4, 2014, Time Inc. (the “Company”) issued a press release relating to, among other things, its unaudited financial results for the third quarter of 2014. 7.01 See Item 2.02 above regarding the Trending Schedules. | a8k9302014earningsreleasea.htm |
| 2014-08-05 | 8-K | 2014-08-05 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 5, 2014, Time Inc. (the “Company”) issued a press release relating to, among other things, its unaudited financial results for the second quarter of 2014. 7.01 See Item 2.02 above regarding the Trending Schedules. | a8k6302014earningsreleasea.htm |
| 2014-06-27 | 8-K | 2014-06-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 23, 2014, the Compensation Committee of the Board of Directors (the “Board”) of Time Inc. (the “Company”) approved the granting of restricted stock units (the “RSUs”) and options to purchase shares of the Company’s common stock (the “Stock Options”) under the Time Inc. 2014 Omnibus Incentive Compensation Plan to certain of the Company’s employees, including the Company’s executive officers (the “NEOs”) named in the Summary Compensation Table included in its Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2014. | d750382d8k.htm |
| 2014-06-26 | 8-K | 2014-06-26 | 8.01 Other Events | 8.01 On June 26, 2014, Time Inc. (the “Company”) made available additional information relating to its lease commitments as described below. | d748649d8k.htm |
| 2014-06-13 | 8-K | 2014-06-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 9, 2014, in accordance with the Employee Matters Agreement, dated as of June 4, 2014, between Time Inc. (the “Company”) and Time Warner Inc. (“Time Warner”), the Compensation Committee of the Board of Directors of the Company approved the issuance of restricted stock units (“RSUs”) under the Time Inc. 2014 Omnibus Incentive Compensation Plan (the “Plan”) to employees whose equity awards issued by Time Warner were forfeited in connection with the spin-off of the Company from Time Warner. | d742795d8k.htm |
| 2014-06-13 | 8-K | 2014-06-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On June 13, 2014, Time Inc. (the “Company”) made available trending schedules containing selected quarterly and annual financial information of the Company. 7.01 The information contained in this Item 7.01 and in Item 2.02 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. | d743227d8k.htm |
| 2014-06-10 | 8-K | 2014-06-06 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The disclosure in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference in this Item 3.03. 5.03 On June 6, 2014, simultaneously with the legal and structural separation of Time Inc. (the “Company”) from Time Warner Inc. at 11:59 p.m. | d741132d8k.htm |
| 2014-06-05 | 8-K | 2014-05-30 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On May 30, 2014, the board of directors of the Company (the “Board”) approved the compensation arrangements for non-employee directors of the Company for 2014 and 2015 (the “Compensation Package”). 8.01 As previously announced, Time Warner is completing a series of internal transactions in connection with the Spin-off (the “Internal Reorganization”), including transactions that have resulted in the Company holding the businesses constituting Time Warner’s current “Time Inc.” reporting segment consisting principally of a magazine publishing business and related websites and operations. | d739702d8k.htm |
| 2014-05-30 | 8-K | 2014-05-29 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 As previously disclosed in Time Inc.’s (the “Company”) Information Statement filed as Exhibit 99.1 to Amendment No. 4 to the Company’s Registration Statement on Form 10, filed with the Securities and Exchange Commission (“SEC”) on May 8, 2014 (the “Information Statement”), in connection with the spin-off (the “Spin-off”) of the Company from Time Warner Inc. (“Time Warner”), the Company entered into a credit agreement, dated as of April 24, 2014 (the “Credit Agreement”), with the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent. | d734939d8k.htm |
| 2014-05-27 | 8-K | 2014-05-25 | 8.01 Other Events | 8.01 On May 25, 2014, Time Inc. (the “Company”) informed the second-largest wholesaler of the Company’s publications (the “Discontinued Wholesaler”) that effective immediately the Company will discontinue sales of publications to that wholesaler. | d732722d8k.htm |
| 2014-05-23 | 8-K | 2014-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On May 19, 2014, Time Warner Inc. (“Time Warner”), the sole stockholder of Time Inc. (the “Company”), elected Ronald S. Rolfe to serve as a director of the Company, and the board of directors of the Company (the “Board”) elected Mr. Rolfe as a member of the Audit and Finance Committee of the Board, in each case effective at 11:59 p.m. 8.01 On May 22, 2014, the Company announced that it intends to relocate its corporate headquarters in late 2015 to 225 Liberty Street in downtown Manhattan. | d733339d8k.htm |
| 2014-05-14 | 8-K | 2014-05-14 | 7.01 Regulation FD Disclosure | 7.01 Members of Time Inc. (the “Company”) management will present an overview of the Company and information related to the Company’s separation from Time Warner Inc. during investor and analyst presentations beginning on May 14, 2014. | d727780d8k.htm |