-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiqfL3XH5Wec+rTdwKwS+WXJOQciI9B53nngBsClE/QqdnSJF6izJ+uwtccs4TUK qfHSNlXxRSN95JtTWvt9Cg== 0000895345-06-000003.txt : 20060104 0000895345-06-000003.hdr.sgml : 20060104 20060103192647 ACCESSION NUMBER: 0000895345-06-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060103 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060104 DATE AS OF CHANGE: 20060103 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOW JONES & CO INC CENTRAL INDEX KEY: 0000029924 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 135034940 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07564 FILM NUMBER: 06504121 BUSINESS ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 BUSINESS PHONE: 2124162000 MAIL ADDRESS: STREET 1: 200 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10281 8-K 1 lh8k_dow.txt FORM 8-K 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): January 3, 2006 DOW JONES & COMPANY, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-7564 13-5034940 (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification No.) of incorporation) 200 Liberty Street, New York, New York 10281 (Address of principal executive offices) (ZIP CODE) Registrant's telephone number, including area code: (212) 416-2000 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 (see General Instruction A.2. below): [ ] 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)) ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On January 3, 2006, the board of directors of Dow Jones & Company, Inc. ("Dow Jones" or the "Company") named Richard F. Zannino as Chief Executive Officer of the Company, effective February 1, 2006, and has elected Mr. Zannino to the Company's board of directors effective that date. As Chief Executive Officer, Mr. Zannino will oversee all the Company's business units and staff departments and will report to the Dow Jones board of directors. With the election of Mr. Zannino, the size of the Company's board of directors has been temporarily increased to 17 directors. See Item 5.03 below. Mr. Zannino, age 47, is currently Chief Operating Officer of the Company, and has served in that position since July 2002. Mr. Zannino has served as Executive Vice President since joining the Company in February 2001 and served as Chief Financial Officer from February 2001 until July 2002. Before joining Dow Jones, Mr. Zannino was Executive Vice President of Liz Claiborne, Inc., having joined in 1998 as Senior Vice President, Finance & Administration and Chief Financial Officer. Previously, Mr. Zannino had worked briefly as Chief Financial Officer of General Signal Corporation, prior to that company's sale and before that for five years at Saks Fifth Avenue, ultimately as Executive Vice President and Chief Financial Officer. The Company's board of directors has not appointed Mr. Zannino to any committees of the board of directors. Peter R. Kann, age 63, the Company's current Chairman and Chief Executive Officer since 1991, will continue as Chairman until the annual meeting in 2007, the year in which he reaches the Company's mandatory retirement age of 65. Mr. Kann's and Mr. Zannino's compensation arrangements have not yet been determined. In addition, Karen Elliott House, age 58, Senior Vice President of Dow Jones and Publisher of The Wall Street Journal, will be retiring from the Company by mutual agreement after a distinguished 32 year career. She will be staying on to work with Mr. Zannino for a couple of transition months. In accordance with the Company's Separation Plan for Senior Management, after the conclusion of the transition period, Ms. House will continue to receive her regular salary for 24 months, as well as an amount equal to two times her annual target bonus payable in 24 equal monthly installments. During this period, Ms. House will continue to participate in the Company's employee benefit plans and programs. All of her stock options will remain outstanding and unvested options will continue to vest in accordance with the terms thereof. In addition, Ms. House will receive final awards with respect to her outstanding contingent stock rights grants under the Dow Jones 2001 Long-Term Incentive Plan. Such final awards will be paid to Ms. House in accordance with the Long-Term Incentive Plan after the completion of the applicable performance periods at the same time as final awards for such performance periods are paid to other participants in the Long-Term Incentive Plan. ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR On January 3, 2006, in accordance with the Company's restated certificate of incorporation, the board of directors of the Company amended Section 43 of the Company's Bylaws to provide that between February 1, 2006 and the date of the Company's annual meeting of stockholders in April 2006, the number of directors shall be fixed at 17 and shall thereafter return to 16. As discussed in Item 5.02 above, effective February 1, 2006, Mr. Zannino will become a director of the Company. A copy of the amended and restated Bylaws is attached as Exhibit 3.1 to this report. ITEM 7.01 REGULATION FD DISCLOSURE On January 3, 2006, Dow Jones & Company, Inc. issued a press release announcing revised earnings guidance for the quarter ended December 31, 2005. A copy of this press release is furnished with this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits 3.1 The Bylaws of the Company, as amended and restated as of January 3, 2006. 99.1 Press Release, dated January 3, 2006. 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. DOW JONES & COMPANY, INC. Dated: January 3, 2006 By: /s/ Robert Perrine --------------------------- Robert Perrine Chief Accounting Officer and Controller EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 3.1 The Bylaws of the Company, as amended and restated as of January 3, 2006. 99.1 Press Release, dated January 3, 2006. EX-3.1 2 lhex3_1.txt BYLAWS Exhibit 3.1 BYLAWS OF DOW JONES & COMPANY, INC. Amended and Restated as of January 3, 2006 OFFICES AND RECORDS 1. The corporation shall maintain a registered office in Delaware, and may maintain such other offices and keep its books, documents and records at such places within or without Delaware as may from time to time be designated by the board of directors or the business of the corporation may require. MEETINGS OF STOCKHOLDERS 2. All meetings of the stockholders shall be held at such place within or without Delaware as the board of directors shall designate. The place at which any given meeting is to be held shall be specified in the notice of such meeting. 3. An annual meeting of the stockholders of the corporation for the election of directors and for the transaction of any other proper business shall be held either (i) at 11:00 a.m. on the third Wednesday in April, unless such day is a legal holiday, in which event the meeting shall be held at the same time on the next business day, or (ii) at such other time and date as the board of directors shall designate. 4. Except as otherwise provided by the laws of Delaware or by the certificate of incorporation, a quorum for the transaction of business at meetings of the stockholders, other than the election of directors to be elected by the holders of common stock voting separately as a class, shall consist of the holders of a majority of the votes of the shares of stock entitled to vote thereat, present in person or represented by proxy. A quorum for the election of directors to be elected by the holders of common stock voting separately as a class shall consist of the holders of a majority of the shares of common stock entitled to vote thereat, present in person or represented by proxy. Whether or not a quorum is present, the holders of a majority of the votes of the shares of stock present in person or by proxy at any duty called meeting and entitled to vote thereat may adjourn the meeting from time to time to another time or place, at which time, if a quorum is present, any business may be transacted which might have been transacted at the meeting as originally scheduled. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken, unless the adjournment is for more than thirty days or a new record date is fixed for the adjourned meeting, in which event a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. 5. Every stockholder having the right to vote at a meeting of stockholders shall be entitled to exercise such vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney-in-fact. At every meeting of the stockholders every holder of common stock shall be entitled to one (1) vote in person or by proxy for each share of common stock standing in his name on the stock transfer records of the corporation and every holder of class B common stock shall be entitled to ten (10) votes in person or by proxy for each share of class B common stock standing in his name on the stock transfer records of the corporation; provided that at every meeting of the stockholders called for the election of directors of the corporation (A) the holders of common stock, voting separately as a class, shall be entitled to elect seven (7) of the directors to be elected at such meeting, and (B) the holders of class B common stock and common stock, voting as a separate class, shall be entitled to elect the remaining directors to be elected at such meeting. However if paragraph a. of Article Fifth of the certificate of incorporation is at any time amended to permit the number of directors of the corporation to exceed eighteen, then at every meeting of the stockholders called for the election of directors, (A) the holders of common stock, voting separately as a class, shall be entitled to elect the greater of (x) seven (7) of the directors to be elected at such meeting, or (y) one-third (1/3) of the number of directors to be elected at such meeting, and if one-third (1/3) of such number of directors is not a whole number, the next higher whole number of directors to be elected at such meeting), and (B) the holders of class B common stock and common stock, voting as a separate class, shall be entitled to elect the remaining directors to be elected at such meeting. Except as otherwise provided by the laws of Delaware, by the certificate of incorporation or by these bylaws, all elections shall be determined and all questions decided by a plurality of the votes cast in respect thereof, a quorum being present. Every reference in these bylaws to a majority or other proportion of shares of stock shall refer to such majority or other proportion of the votes of such shares of stock. 6. The secretary shall prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 7. Notice of each meeting of the stockholders shall be given by the secretary, not less than ten nor more than sixty days before the meeting, to each stockholder entitled to vote at such meeting. Such notice shall set forth the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes thereof, and the business transacted at any special meeting shall be confined to the purposes stated in such notice. No such notice of any given meeting need be given to any stockholder who files a written waiver of notice thereof with the secretary, either before or after the meeting. Attendance of a person at a meeting of stockholders, in person or by proxy, shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. BOARD OF DIRECTORS 8. The business of the corporation shall be managed by its board of directors. Resignations of directors must be in writing and shall be effective upon the date of receipt thereof by the secretary or upon an effective date specified therein, whichever date is later, unless acceptance is made a condition of the resignation, in which event it shall be effective upon acceptance by the board. Except for directors who were in office on October 31, 1977, no director who is an employee of the corporation or any of its subsidiaries at the time of his election as a director shall be eligible for reelection as a director after the termination of his employment. 9. The board of directors may by resolution request any retired director to serve in an advisory capacity. Service in an advisory capacity shall be at the pleasure of the board and upon such terms and conditions and for such compensation as the board may determine. A retired director serving in such an advisory capacity may attend meetings of the board and take part in discussions thereat but may not vote upon any matter thereat and shall not be considered a director as that term is used in these bylaws or in the certificate of incorporation. 10. The board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by the laws of Delaware, by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. MEETINGS OF THE BOARD 11. The first meeting of the board of directors after the annual meeting of stockholders may be held without notice, either immediately after said meeting of stockholders, or at such other time and at such place, whether within or without Delaware, as shall be determined by the board. 12. Regular meetings of the board may be held without notice at such time and place, whether within or without Delaware, as shall from time to time be determined by the board. 13. Special meetings of the board of directors shall be called by the secretary at the request in writing of the chairman of the board or the president or of any two directors. Such request shall state the purpose or purposes of the proposed meeting. Such meetings may be held at any place, whether within or without Delaware. Notwithstanding the provisions of section 40 of these bylaws, notice of each such meeting shall be given by the secretary or the chairman of the board to each director at least four hours before the meeting; such notice may be given by telephone. Such notice shall set forth the time and place at which the meeting is to be held and the purpose or purposes thereof. No such notice of any given meeting need be given to any director who files a written waiver of notice thereof with the secretary, either before or after the meeting. 14. At meetings of the board of directors, a majority of the directors then in office shall constitute a quorum for the transaction of business unless there is an even number of directors in office in which event one-half thereof shall constitute such a quorum; provided, however that in no event shall such a quorum consist of less than one-third of the total number of directors fixed by or pursuant to these bylaws. In the absence of a quorum at any duly scheduled or duly called meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present, at which time any business may be transacted which might have been transacted at the meeting as originally scheduled. 15. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee. EXECUTIVE COMMITTEE 16. An executive committee of three or more directors may be designated by resolution passed by a majority of the whole board. The board may designate one or more directors as alternate members of the executive committee, who may replace any absent or disqualified member at any meeting of the executive committee. During the intervals between meetings of the board the executive committee shall advise and aid the officers of the corporation in all matters concerning its interests and the management of its business, and generally perform such duties as may be directed by the board of directors from time to time. The executive committee shall possess and may exercise all the powers of the board while the board is not in session, except power to amend the bylaws and to fill newly created directorships and vacancies on the board or the executive committee. Unless he resigns, dies or is removed prior thereto, each member of the executive committee shall continue to hold office until the first meeting of the board of directors after the annual meeting of stockholders next following his designation, and until his successor has been designated. Resignations of members of the executive committee must be in writing and shall be effective upon the date of receipt thereof by the secretary or upon the effective date specified therein, whichever date is later, unless acceptance is made a condition of the resignation, in which event it shall be effective upon acceptance by the board. Any member of the executive committee may be removed at any time, with or without cause, by a majority vote of the whole board. Regular meetings of the executive committee may be held without notice at such time and place as shall from time to time be determined by the executive committee. Special meetings of the executive committee shall be called by the secretary at the request of the chairman of the board or of the president or of any two members of the committee. Notice of each special meeting of the executive committee shall be given by the secretary to each member of the committee. No such notice of any given meeting need be given to any member of the executive committee who attends the meeting or who files a written waiver of notice thereof with the secretary, either before or after the meeting. 17. A quorum for the transaction of business at meetings of the executive committee shall consist of a majority of the members of the committee then in office. If the board has not designated alternate members of the executive committee, or if all such alternates are absent or disqualified, the members of the committee present at any meeting and not disqualified from voting, whether or not they constitute a quorum, may in the absence or disqualification of any member of the committee unanimously appoint another member of the board of directors to act at the meeting in the place of such absent or disqualified member. 18. The executive committee shall keep regular minutes of its proceedings when any action is taken other than recommendations to the board and report the same to the board also. COMPENSATION OF DIRECTORS 19. The directors as such, and as members of any special or standing committee, may receive such compensation for their services as may be fixed from time to time by resolution of the board. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor. OFFICERS 20. The officers of the corporation shall be chosen by the board of directors. The principal officers shall be a chairman of the board, a president, a vice chairman, one or more vice presidents (one or more of whom may be designated as executive or senior vice presidents or by other designations), a secretary and a treasurer. Two or more offices may be held by the same person. The chairman of the board, the president and the vice chairman shall be chosen by the directors from their own number. The salaries of the principal officers of the corporation shall be fixed by the board. 21. The board may appoint such other officers, assistant officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the board. 22. Unless he resigns, dies or is removed prior thereto, each officer of the corporation shall hold office until his successor has been chosen and has qualified. Any person elected or appointed by the board of directors may be removed at any time, with or without cause, and all vacancies (however arising) may be filled at any time, by the affirmative vote of a majority of the directors then in office. Any other employee of the corporation may be removed at any time, with or without cause, by the chairman of the board or the president or by any superior of such employee to whom the power of removal has been delegated by the chairman of the board or the president. CHAIRMAN OF THE BOARD 23. (a) The chairman of the board shall preside at all meetings of the stockholders and directors. (b) He shall be the chief executive officer and have general supervision and direction of the business of the corporation, shall see that all resolutions of the board are carried into effect, and shall be a member of all committees of the board except any audit or compensation committee appointed by the board. (c) He shall have all the general powers and duties usually vested in the chief executive officer of a corporation, and in addition shall have such other powers and perform such other duties as may be prescribed from time to time by the board of directors. PRESIDENT 24. (a) The president shall be the chief operating officer of the corporation. (b) He shall be vested with all the powers and perform all the duties of the chairman of the board in the absence or disability of the chairman of the board. VICE CHAIRMAN AND VICE PRESIDENTS 25. The vice chairman and each vice president shall have such powers and perform such duties as may be prescribed from time to time by the board of directors, the chairman of the board or the president. In the absence or disability of the chairman of the board and the president, the vice chairman shall be vested with all the powers and perform all the duties of said officers, and the performance of any act or the execution of any instrument by the vice chairman in any instance in which such performance or execution would customarily have been accomplished by the chairman of the board or the president shall constitute conclusive evidence of the absence or disability of the chairman of the board and the president. SECRETARY 26. The secretary shall attend all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the stockholders and all meetings of directors when notice is required by these bylaws. He shall have custody of the seal of the corporation and, when authorized by the board of directors, or when any instrument requiring the corporate seal to be affixed shall first have been signed by the chairman of the board, the president, the vice chairman or a vice president, shall affix the seal to such instrument and shall attest the same by his signature. He shall have such other powers and perform such other duties as may be prescribed from time to time by the board of directors or the chairman of the board or the president. ASSISTANT SECRETARY 27. If the board appoints one or more assistant secretaries, each assistant secretary shall be vested with all the powers and authorized to perform all the duties of the secretary in his absence or disability. The performance of any act or the execution of any instrument by an assistant secretary in any instance in which such performance or execution would customarily have been accomplished by the secretary shall constitute conclusive evidence of the absence or disability of the secretary. Each assistant secretary shall perform such other duties as may be prescribed from time to time by the board of directors or the chairman of the board or the president or the secretary. TREASURER 28. (a) The treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositaries as may be designated by the board of directors. (b) He shall disburse the funds of the corporation as ordered by the board, taking proper vouchers for such disbursements, and shall render to the chairman of the board, the president and the board of directors, at the regular meetings of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial condition of the corporation. (c) If required by the board of directors, he shall give the corporation a bond, in a sum and with one or more sureties satisfactory to the board, for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. (d) He shall have such other powers and perform such other duties as may be prescribed from time to time by the board of directors or the chairman of the board or the president. ASSISTANT TREASURERS 29. If the board appoints one or more assistant treasurers, each assistant treasurer shall be vested with all the powers and authorized to perform all the duties of the treasurer in his absence or disability. The performance of any act or the execution of any instrument by an assistant treasurer in any instance in which such performance or execution would customarily have been accomplished by the treasurer shall constitute conclusive evidence of the absence or disability of the treasurer. Each assistant treasurer shall perform such other duties as may be prescribed from time to time by the board of directors or the chairman of the board or the president or the treasurer. DUTIES OF OFFICERS MAY BE DELEGATED 30. In the case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, the board may delegate for the time being the powers or duties, or any of them, of such officer to any other officer or to any director. POWERS OF EXECUTION 31. (a) All checks and other demands for money and notes and other instruments for the payment of money shall be signed on behalf of the corporation by the treasurer or an assistant treasurer or by such other person or persons as the board of directors or the chairman of the board or the president and the treasurer jointly may from time to time designate. (b) All contracts, deeds and other instruments to which the seal of the corporation is affixed shall be signed on behalf of the corporation by the chairman of the board, by the president, by the vice chairman, by any vice president, or by such other person or persons as the board of directors may from time to time designate, and shall be attested by the secretary or an assistant secretary. (c) All other contracts, deeds and instruments shall be signed on behalf of the corporation by the chairman of the board, by the president, by the vice chairman, by any vice president, or by such other person or persons as the board of directors or the chairman may from time to time designate. (d) All shares of stock owned by the corporation in other corporations shall be voted on behalf of the corporation by such persons and in such manner as shall be prescribed by the board of directors. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS 32. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the full extent permitted by the General Corporation Law of Delaware, upon such determination having been made as to his good faith and conduct as is required by said General Corporation Law. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized by these bylaws. CERTIFICATES OF STOCK 33. The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by (i) the chairman of the board or president or vice chairman or a vice president and (ii) the treasurer or an assistant treasurer or the secretary or an assistant secretary. Any or all of the signatures on any stock certificate may be a facsimile. If any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a stock certificate shall cease to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such an officer, transfer agent or registrar at the date of issue. TRANSFERS OF STOCK 34. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate or by his attorney, lawfully constituted in writing, and upon surrender of the certificate therefor. DATE FOR DETERMINING STOCKHOLDERS OF RECORD 35. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. REGISTERED STOCKHOLDERS 36. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware. LOST CERTIFICATES 37. Any person claiming a certificate of stock to be lost, stolen or destroyed shall make an affidavit of that fact in form satisfactory to the corporation, and shall, if the board of directors so requires, give the corporation a bond of indemnity, in form satisfactory to the corporation, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen or destroyed. The board of directors in its discretion may, as a prerequisite to the issuance of a new certificate, impose such additional lawful requirements as it sees fit. DIVIDENDS 38. Dividends upon the capital stock of the corporation may be declared by the board of directors at any regular or special meeting as provided by the laws of Delaware and the certificate of incorporation. Before payment of any dividend or making any distribution of profits, there may be set aside out of the surplus or net profits of the corporation such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interests of the corporation. SEAL 39. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words "Corporate Seal. Delaware." NOTICES 40. Whenever, under the provisions of these bylaws, notice is required to be given to any director or stockholder, such notice may be given in writing (i) by mail, by depositing the same in the United States mail, postage prepaid, or (ii) by telegram, by delivering the same payment of the applicable tariff to a telegraph company for transmission, in either case addressed to such director or stockholder at such address as appears on the records of the corporation, and such notice shall be deemed to be given at the time when the same shall be so mailed or so delivered to a telegraph company. AMENDMENTS 41. These bylaws may be altered or amended (i) at any regular meeting of the stockholders by the affirmative vote of the holders of a majority of the stock issued and outstanding and entitled to vote thereat or (ii) at any regular meeting of the board of directors by the affirmative vote of a majority of the directors then in office or (iii) at any special meeting of the stockholders or of the directors by such votes if notice of the proposed alteration or amendment shall have been contained in the notice of such meeting. FISCAL YEAR 42. The fiscal year of the corporation shall be the calendar year. DIRECTOR MATTERS 43. For so long as there shall be any Class B Common Stock outstanding, (a) the number of directors shall be fixed at sixteen; provided however, that between February 1, 2006 and the date of the Annual Meeting of Stockholders in April 2006, the number of directors shall be fixed at seventeen and thereafter shall return to sixteen; and (b) no Management Person or Bancroft Family Representative shall be elected or appointed as a director of the corporation unless, after giving effect to such election or appointment, a majority of the directors of the corporation then in office shall be persons who are neither Management Persons nor Bancroft Family Representatives. A "Management Person" means any person who (1) is an officer or employee of the corporation or any of its subsidiaries, or (2) has an immediate family member (as defined in the General Commentary to Section 303A.02(b) of the Listed Company Manual of the New York Stock Exchange as in effect as of February 16, 2005) who is an executive officer of the corporation. A "Bancroft Family Representative" means (a) any Bancroft Family Member; (b) any natural person who is a trustee of any Bancroft Trust; or (c) any natural person who is an employee, officer, director, partner or manager (or person holding a like position) of one or more Bancroft Family Members, trustees of Bancroft Trusts, Bancroft Charitable Organizations or Bancroft Entities. "Bancroft Family Member" means any lineal descendent of Jane W. W. Bancroft and any immediate family member of any such descendent. For purposes of the foregoing, any person who is or was legally adopted by a lineal descendent of Jane W. W. Bancroft shall be deemed to be a lineal descendent of Jane W. W. Bancroft. "Bancroft Trust" means any trust (including a voting trust) primarily for the benefit of current or future Bancroft Family Members, Bancroft Charitable Organizations or Bancroft Entities. "Bancroft Charitable Organization" means any organization contributions to which are deductible for federal income, estate or gift tax purposes that was established by one or more Bancroft Family Members, trustees of Bancroft Trusts or Bancroft Entities. "Bancroft Entities" means any corporation, limited liability company, partnership or similar entity a majority of the common equity interests of which are beneficially owned by one or more Bancroft Family Members, trustees of Bancroft Trusts, Bancroft Charitable Organizations or other Bancroft Entities." EX-99.1 3 lhex99_1.txt PRESS RELEASE Exhibit 99.1 INVESTOR CONTACT: DOW JONES & COMPANY Mark Donohue 200 Liberty Street Director, Investor Relations New York, NY 10281 (609) 520-5660 MEDIA CONTACT: Amy Wolfcale Vice President, Corporate Communications (212) 416-3213 DOW JONES APPOINTS RICHARD F. ZANNINO CHIEF EXECUTIVE OFFICER NEW YORK (JANUARY 3, 2006)--Dow Jones & Company (NYSE: DJ) today announced that its board of directors has named Richard F. Zannino, 47, chief executive officer effective February 1, 2006, and has elected Mr. Zannino to the Company's board effective that date. Mr. Zannino currently is executive vice president and chief operating officer. As chief executive officer, he will oversee all the Company's business units and staff departments and will report to the Dow Jones board of directors. Peter R. Kann, 63, the Company's chairman and chief executive officer since 1991, will continue as chairman until the annual meeting in 2007, the year in which he reaches the Company's mandatory retirement age of 65. Dow Jones also announced that on the basis of improved results at The Wall Street Journal and in its electronic publishing businesses, it now expects to exceed prior fourth quarter 2005 earnings guidance when it announces earnings on January 26. The company now expects to report fourth quarter earnings before special items (after about 6 cents per share of dilution from Weekend Edition) to be around 40 cents per share, as compared to prior guidance in the low to mid 30 cents per share range. Based on currently anticipated special items in the fourth quarter of 2005, the Company expects reported earnings per share to be in the high 40 cents per share range, compared with 43 cents per share in the fourth quarter of 2004. Mr. Kann, speaking for the Dow Jones board, said: "The appointment of Rich Zannino to chief executive officer reflects his exceptional strategic and operational accomplishments at the Company over the past five years, as well as his commitment to the Dow Jones core values of quality, integrity and independence. We are confident that he will lead the Company to great success for shareholders, customers and employees in the years to come. On behalf of my fellow directors, I extend to Rich our congratulations, best wishes, and full support." Commenting on his appointment, Mr. Zannino said: "As a devoted long-time user of the Company's products and ardent believer in our journalistic mission and core values, I'm honored and excited by this appointment and look forward to serving our shareholders, readers, other customers, and employees as chief executive officer. Although I'm not a journalist, I strongly believe that, for Dow Jones, journalistic excellence and business performance are mutually reinforcing -- and I am deeply committed to both. I especially want our employees to know how much I value their commitment, contribution, teamwork, and passion for what we stand for - -- all are essential to our future success." "I look forward to working together with the board of directors, my fellow executives, and the many other outstanding people of Dow Jones as we strive to fulfill our goal of providing the world's most vital news, information and insight in any form, time or place to generate the most value for our customers and produce above-market shareholder returns." Dow Jones also announced that Karen Elliott House, 58, senior vice president of Dow Jones and publisher of The Wall Street Journal, will be retiring from the Company by mutual agreement after a distinguished 32-year career. She will stay on to work with Mr. Zannino in her current role for a couple of transition months. "Karen House has done an outstanding job in many news and business roles over her long and distinguished career, from Pulitzer Prize winning reporter to publisher of The Wall Street Journal. Her steadfast leadership during these past few years of significant change in the publishing business, including the very successful launch of the Journal's Weekend Edition, is greatly appreciated. We wish her all the best," said Mr. Zannino. Mr. Zannino joined Dow Jones in February 2001 as executive vice president and chief financial officer and was named chief operating officer in July 2002. As chief operating officer, all operating units and most staff departments report to Mr. Zannino. He is a member of the Company's executive and operating committees. During his tenure, Mr. Zannino has worked closely with Mr. Kann and other executives to enhance the quality and value of the Company's offerings, lead significant change in the face of rapid transformation of the publishing business, and position the Company for long-term growth in value for shareholders, customers and employees. Before joining Dow Jones, Mr. Zannino gained extensive experience in strategy, business development, finance, customer value-creation, operations and international business in several companies and industries. For nearly 20 years, he held senior finance, strategy and operating positions at Liz Claiborne Inc., General Signal Corporation, Saks Holdings, Inc., and Peter Kiewit Sons', Inc. He holds an undergraduate degree in economics and finance from Bentley College and an MBA degree from Pace University. Dow Jones & Company (NYSE: DJ; dowjones.com) publishes The Wall Street Journal and its international and online editions, Barron's and the Far Eastern Economic Review, Dow Jones Newswires, Dow Jones Indexes, MarketWatch and the Ottaway group of community media franchises. Dow Jones is co-owner with Reuters Group of Factiva and with Hearst of SmartMoney. Dow Jones also provides news content to CNBC and radio stations in the U.S. Information Relating To Forward-Looking Statements; Non-GAAP Reconciliation: This press release contains forward-looking statements, such as those including the words "believe," "expect," "intend," "estimate," "anticipate," "will," "outlook," "guidance," "forecast" and similar expressions, that involve risks and uncertainties that could cause actual results to differ materially from those anticipated including: the cyclical nature of the Company's business and the strong, negative impact of economic downturns on advertising revenues, particularly in the Company's core advertising market-B2B advertising; the risk that inconsistent trends across major advertising categories, such as technology and finance, will continue and that B2B advertising levels, particularly in technology and finance, may or may not return to historical levels; the Company's ability to expand and diversify the Journal's market segment focus beyond finance and technology; the Company's ability to limit and manage expense growth, especially in light of its prior cost cutting and its growth initiatives such as the new Weekend Edition; intense competition for ad revenues and readers the Company's products and services face; the impact on the future circulation of the Journal and community newspapers that may be caused by the declining frequency of regular newspaper buying by young people; with respect to our new Weekend Edition, the risks that it may not generate anticipated advertising revenues, resulting in greater losses than expected in its first two years of operation, and that it may draw advertising away from the Company's other consumer advertising sections; with respect to Newswires and other subscription-based products and services, the negative impact of business consolidations and layoffs in the financial services industry on sales; the uncertainties relating to the Company's guarantee to Cantor Fitzgerald Securities and Market Data Corporation; and such other risk factors as may be included from time to time in the Company's reports filed with the Securities and Exchange Commission and posted in the Investor Relations section of the Company's web site (www.dowjones.com). The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. This press release includes certain non-GAAP financial measures as defined under SEC rules. As required by SEC rules, we have attached to this press release a reconciliation of those measures to the most directly comparable GAAP measures.
RECONCILIATION OF FOURTH QUARTER 2005 EARNINGS OUTLOOK: QUARTERS ENDED DECEMBER 31 ------------------------------------- 2005 GUIDANCE 2004 ACTUAL ---------------- ------------ High 40 cents per REPORTED EARNINGS PER SHARE share range $ .43 Adjusted to remove: Restructuring charges (.05) Special charge at an equity investment (.01) Contract guarantee (.01) (.02) Certain income tax matters .11 .07 ---------------- ------------ EPS BEFORE SPECIAL ITEMS Around 40 cents $ per share * .43 ============ *Based on special items currently anticipated.
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