UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K

_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 6 21, 2021

TRIBUNE PUBLISHING COMPANY

(Exact Name of Registrant as Specified in Charter)

Delaware	001-36230	38-3919441
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

560 W. Grand Avenue, Chicago, Illinois, 60654

(Address and Zip Code of Principal Executive Offices)

(312) 222-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		TPCO		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0207. ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On May 6 21, 2021, Tribune Publishing Company, ~~(the~~a Delaware corporation (“~~Company~~Tribune”), ~~issued~~convened a ~~press~~special ~~release~~meeting ~~announcing~~of ~~its~~stockholders ~~financial~~(the ~~results~~“Special ~~for~~Meeting”) ~~the~~to ~~first~~consider ~~quarter~~and ~~ended~~vote ~~March 28,~~upon ~~2021~~certain proposals ~~and~~related ~~other~~to ~~financial~~the ~~information. A~~Agreement ~~copy~~and Plan of ~~the~~Merger, ~~press~~dated ~~release~~as isof ~~furnished~~February as16, ~~Exhibit~~2021, ~~99.1~~as toit ~~this~~may ~~report. The~~be ~~information~~amended infrom ~~Item~~time ~~2.02~~to oftime ~~this~~(the ~~Form~~“Merger Agreement”), ~~8-K~~by and ~~Exhibit~~among ~~99.1~~Tribune, ~~attached~~Tribune ~~hereto~~Enterprises, ~~shall~~LLC ~~not~~(“Parent”) beand ~~deemed~~Tribune Merger Sub, Inc. (“~~filed~~Merger Sub”), pursuant ~~for~~to ~~purposes~~which ofMerger ~~Section~~Sub 18will ofbe ~~the~~merged ~~Securities~~with ~~Exchange~~and ~~Act~~into ~~of 1934~~Tribune, aswith ~~amended,~~Tribune ~~nor~~continuing ~~shall~~as itthe besurviving ~~deemed~~corporation ~~incorporated~~and byas ~~reference~~a inwholly owned ~~any~~subsidiary ~~filing~~of ~~under~~Parent (the ~~Securities~~“Merger”). ~~Act~~As a result of ~~1933~~the Merger, asTribune ~~amended,~~will ~~except~~no aslonger ~~shall~~be publicly held. Tribune’s common stock will be ~~expressly~~delisted ~~set~~from ~~forth~~NASDAQ byand ~~specific~~deregistered ~~reference~~under inthe ~~such~~Securities ~~filing~~Exchange Act of 1934, as amended.

~~Item~~There 9were 36,951,571 shares of Tribune’s common stock issued and outstanding as of April 15, 2021, the record date for the Special Meeting (the “Record Date”).01 At the Special Meeting, the holders of 33,448,035 shares of Tribune’s common stock were present via webcast or represented by proxy, representing approximately 90.52% ~~Financial~~of ~~Statements~~the total outstanding shares of Tribune’s common stock as of the Record Date, which constituted a quorum. Holders of approximately 81.28% of shares of Tribune’s common stock (other than shares “owned” by Parent or Merger Sub and ~~Exhibits~~their “affiliates” and “associates” (as each such term is defined in Section 203 of the DGCL)) outstanding (the “Non-Alden Shares”) voted to approve the Merger Agreement. Holders of approximately 87.13% of all outstanding shares of Tribune’s common stock (including shares “owned” by Parent or Merger Sub and their “affiliates” and “associates” (as each such term is defined in Section 203 of the DGCL)), constituting a majority in voting power of the outstanding shares of Tribune’s common stock entitled to vote on such matter, also voted to approve the Merger Agreement.

At the Special Meeting, the following proposals were voted upon (deach of which is described in greater detail in the definitive proxy statement filed by Tribune with the Securities and Exchange Commission on April 20, 2021) ~~Exhibits~~:

~~Exhibit~~Proposal No1 – The Merger Proposal: To adopt the Merger Agreement (the “Merger Proposal”). ~~Description~~

~~99.1 Press~~Proposal ~~release~~2– ~~dated~~The ~~May~~Merger 6Compensation Proposal: To approve, ~~2021~~on an advisory (non-binding) basis, certain compensation arrangements for Tribune’s named executive officers in connection with the Merger.

~~104 Cover~~Proposal ~~Page~~3– ~~Interactive~~The ~~Data~~Adjournment ~~File~~Proposal: ~~(embedded~~To ~~within~~approve the adjournment of the ~~Inline~~Special ~~XBRL~~Meeting ~~document)~~from time to time, if necessary, to continue to solicit votes for Proposal 1, the Merger Proposal. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Tribune’s stockholders approved Proposal 1.

~~SIGNATURE~~A summary of the voting results for each proposal is set forth below.

~~Pursuant~~Proposal toNo. ~~the~~1 ~~requirements~~– ofMerger ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Proposal

			TRIBUNE PUBLISHING COMPANY
			By:			/s/ Michael N. Lavey
						Michael N. Lavey
						Interim Chief Financial Officer, Chief Accounting Officer and Controller
			Date:			May 6, 2021

NON-ALDEN SHARES

Votes For		Votes Against		Abstentions
20,641,943		1,189,901		61,885

ALL SHARES

Votes For		Votes Against		Abstentions
32,196,249		1,189,901		61,855

Proposal No. 2 – Merger Compensation Proposal

Votes For		Votes Against		Abstentions
30,435,477		2,970,437		42,121

Proposal No. 3 – Adjournment Proposal

Votes For		Votes Against		Abstentions
31,885,092		1,470,059		92,884

Item 8.01. Other Events.

On May 21, 2021, Tribune issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Exhibit

99.1

Press Release dated May 21, 2021.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRIBUNE PUBLISHING COMPANY


	By:	/s/Terry Jimenez
		Name: Terry Jimenez
		Title: Chief Executive Officer
	Date:	May 21, 2021

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