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SNI > SEC Filings for SNI > Form 8-K on 16-May-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matte

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Scripps Networks Interactive, Inc. (the "Company") recently announced that Wesley W. Scripps had been appointed to the Board of Directors ("Board"). Mr. Scripps was elected during the Company's Annual Meeting of Shareholders on May 13, 2014 and was appointed to the Board's nominating and governance committee. Mr. Scripps is an internet entrepreneur and heir to media company founder Edward W. Scripps. Mr. Scripps owns and operates Forlio Designs, a web development and design firm based in Grand Junction, Colorado.

In connection with Mr. Scripps' service to the Company as a director, he is entitled to receive an annual cash retainer for his board and committee service as well as stock option and restricted stock unit grants in the Company's Class A common stock. The stock grants are pursuant to the Company's Long-Term Incentive Plan which has been previously filed with the SEC.

A copy of the press release announcing the election is filed as Exhibit 99.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Shareholders on May 13, 2014. The certified results of the matters voted upon at the meeting, which are more fully described in our proxy statement, are as follows:

     Description of Matters Submitted                  In Favor        Withheld
     1.   Election of Directors:
      Class A Common Shares:
     Jarl Mohn                                         66,148,301       1,958,765
     Nicholas B. Paumgarten                            67,590,177         516,889
     Jeffrey Sagansky                                  64,737,920       3,369,146
     Ronald W. Tysoe                                   58,545,323       9,561,743

      Common Voting Shares:
     Gina L. Bianchini                                 33,939,111              -
     Michael R. Costa                                  33,939,111              -
     David A. Galloway                                 33,939,111              -
     Kenneth W. Lowe                                   33,939,111              -
     Richelle P. Parham                                33,939,111              -
     Mary McCabe Peirce                                33,939,111              -
     Nackey E. Scagliotti                              33,939,111              -
     Wesley W. Scripps                                 33,939,111              -

                                                         For            Abstain
     2.   Advisory Vote on Executive Compensation:
      Common Voting Shares                             33,939,111              -

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99 Press release dated May 13, 2014

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