UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934

 

(Amendment No. )

 

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☐Preliminary Proxy Statement

 

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☐Definitive Proxy Statement

 

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☐Soliciting Material Under Rule 14a-12

  

THE E.W. SCRIPPS COMPANY

(Name of Registrant as Specified in Its Charter)

 

GAMCO ASSET MANAGEMENT INC.

MARIO J. GABELLI

COLLEEN BIRDNOW BROWN

RAYMOND H. COLE

VINCENT L. SADUSKY

(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

 

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GAMCO Asset Management Inc., together with the other participants named herein (collectively, “GAMCO”), has made a definitive filing with the Securities and Exchange Commission of a proxy statement and an accompanying BLUE proxy card to be used to solicit votes for the election of GAMCO’s slate of three highly-qualified director nominees to the Board of Directors of The E.W. Scripps Company, a Ohio corporation (the “Company”), at the Company’s upcoming 2018 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof.

 

On April 22, 2018, GAMCO issued the following advertisement in the Cincinnati Enquirer, which will also appear again on April 25, 2018 and April 26, 2018:

E.W. SCRIPPS

 

HELP US HELP

 

The What?

 

On March 26, 2018, GAMCO Asset Management Inc. (“GAMCO”) filed a definitive proxy statement and an accompanying BLUE proxy card with the Securities and Exchange Commission in connection with its solicitation of proxies to elect Ms. Colleen Birdnow Brown, Mr. Raymond H. Cole and Mr. Vincent L. Sadusky, to the Board of Directors (the “Board”) at The E.W. Scripps Company’s (“E.W. Scripps”) 2018 Annual Meeting of Shareholders (“Annual Meeting”). The Annual Meeting is scheduled to be held on May 10, 2018, at the Queen City Club in Cincinnati, Ohio.

 

The Why?

 

GAMCO is trying to help management increase intrinsic value. We believe E.W. Scripps should engage three proven individuals with hands on knowledge of operations in the broadcast ecosystem. The total cost for adding these three individuals to the Board is less than 1/6th of the outlays that management is spending to preclude this help and we estimate a fraction of engaging outside consultants. E.W. Scripps disclosed in its 2018 proxy statement that the total compensation earned (cash & stock awards) in 2017 by the three non-employee directors elected by Scripps’ Class A shareholders at last year’s annual meeting was $485,642. In addition, E.W. Scripps disclosed in its 2018 proxy statement that it expects aggregate expenses related to the proxy contest to be approximately $3,000,000 (of which $1,700,000 was spent as of March 20th).

 

GAMCO believes that if E.W. Scripps improved its Broadcast Cash Flow (BCF) margins by 600 basis points, bringing it closer to public peers, it could create about $0.5 billion of value at 7x BCF. The improvement could boost the price of SSP shares, accelerate deleveraging and enhance E.W. Scripps’ currency for potential TV station M&A that could expand the scale of E.W. Scripps’ broadcast operations.

 

VOTE THE BLUE PROXY CARD TODAY

 

Any comments or concerns contact gabellibluecard@gabelli.com