Company Name: McClatchy Co.
Public Availability Date: February 1, 2008

Document Sections:

[INQUIRY LETTER]

January 9, 2008

VIA OVERNIGHT COURIER

Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

Re: The McClatchy Company Notice of Intent to Exclude Shareholder Proposal Pursuant to Rule 14a-8(j) of Regulation 14A of the Securities and Exchange Act of 1934

Ladies and Gentlemen:

In accordance with Rule 14a-8(j) (the "Rule") of Regulation 14A of the Securities and Exchange Act of 1934, as amended (the "Act"), this letter is to inform you of The McClatchy Company's (the "Company") intention to exclude a shareholder proposal from the Company's proxy statement for the annual meeting of stockholders to be held in May 2008. In accordance with the Rule, we have included six (6) copies of (i) this letter, which sets forth below our reasons for excluding the proposal, (ii) the shareholder proposal and (iii) all applicable correspondence between the Company and the stockholder proponent. The Company intends to file its definitive proxy statement for its 2008 Annual Meeting of Stockholders on or after March 31, 2008.

The Company received a shareholder proposal from Alison H. apRoberts on December 3, 2007, which was sent to the Company via facsimile after the close of business on Friday November 30, 2007. In a response letter dated December 14, 2007, which was mailed via overnight mail, the Company advised Ms. apRoberts, among other things, that the Company was unable to independently verify her stock ownership and requested that she submit verification of her share holdings as described in Rule 14a-8(b)(2)(i) of Regulation 14A of the Act as promptly as possible and, in any event, no later than 4 calendar days from the date of the Company's December 14\th/ letter.

Ms. apRoberts responded within the required 14 day period with a letter dated December 18, 2008, which the Company received December 20, 2008, but her letter was silent in regards to the Company's request for confirmation of stock ownership and she did not otherwise provide evidence to the Company of the requisite stock ownership within the 14 day period. Subsequent to the end of the 14 day period, on January 3, 2008, the Company received, via facsimile from E*Trade Financial Stock Plans, an unsigned letter (which was not on letterhead) dated December 26, 2007 addressed to Ms. apRoberts that set forth certain information regarding shares of The McClatchy Company held in accounts registered to Ms. apRoberts and Paul Warren. Finally, on January 8, 2008 we received a copy of a signed letter from E*Trade Securities dated December 26, 2007 directly from Ms. apRoberts, which this time was on E*Trade letterhead. That letter was postmarked January 7, 2008. In addition to being untimely, we do not believe that this letter provided sufficient evidence of her shareholdings. Accordingly, we are excluding her shareholder proposal on the basis that it is procedurally inadequate in that she failed to provide evidence of her holdings in a timely manner as required by Rule 14a-8(b)(2)(i) of Regulation 14A of the Act.

Concurrently with this letter, the Company has informed Ms. apRoberts of its intention to exclude her shareholder proposal for the reason set forth above and is providing her with a copy of this letter.

Please contact the undersigned at (916) 321-1828 if you have any questions regarding the foregoing.

Sincerely,

/s/

Karole Morgan-Prager

Encs.

cc: Alison apRoberts

Katharine A. Martin, Esq.

[INQUIRY LETTER]

November 30, 2007

VIA Fax & Overnight Mail

November 30, 2007

Karole Morgan-Prager
Vice President, General Counsel, and Corporate Secretary
McClatchy Corporation
2100 Q Street
Sacramento, CA 95816

Dear Ms. Morgan-Prager:

Re: Submission of Shareholder Proposal

I hereby submit the enclosed Shareholder Proposal ("Proposal") for inclusion in the McClatchy Corporation ("McClatchy") proxy statement to be circulated to Company shareholders in conjunction with the next annual meeting of shareholders in 2008. The Proposal is submitted under Rule 14(a)-8 of the U.S. Securities and Exchange Commission's proxy regulations.

I am a beneficial owner of McClatchy common stock with market value in excess of $2,000 and have held it continuously for more than a year prior to this date of submission. I can supply proof of such holdings upon request.

I intend to continue to own McClatchy common stock through the date of the Company's 2008 annual meeting. Either I or a designated representative will present the Proposal for consideration at the annual meeting of stockholders.

Sincerely,

/s/

Alison H. apRoberts

Enclosure

Shareholder Proposal

Resolved: The shareholders of McClatchy Corporation request that the Board of Directors adopt a policy that shareholders will be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by Company's management, to approve or disapprove the compensation of the named executive officers disclosed in the Summary Compensation Table of the proxy statement. The board should provide appropriate disclosures to ensure that shareholders understand that the vote is advisory and will neither abrogate any employment agreement nor affect any compensation already paid or awarded.

Supporting Statement

In our view, existing U.S. corporate governance arrangements, including SEC rules and stock exchange listing standards, do not provide shareholders with adequate means for communicating their views on senior executive compensation to boards of directors. In contrast, in the United Kingdom, shareholders of public companies are permitted to cast an advisory vote on the "directors' remuneration report," which discloses executive compensation. Such a vote is not binding, but it gives shareholders an opportunity to communicate views in a manner that could influence senior executive compensation.

"Say on Pay" in the U.K., we believe, serves a constructive purpose. A study by the Yale School of Management found that the resulting dialogue between boards and shareholders appeared to moderate pay increases, enhance the ability of compensation committees to stand up to insider pressures, and add legitimacy to the executive compensation process. (See Stephen Davis, "Does `Say on Pay' Work?" Millstein Center for Corporate Governance and Performance, Yale, 2007)

U.S. stock exchange listing standards currently require shareholder approval of equity-based compensation plans. However, those plans give compensation committees broad discretion in making awards and establishing performance thresholds. Also, the performance criteria submitted for shareholder approval are generally stated in broad terms that, in our view, do not effectively constrain compensation.

Under the circumstances, we do not believe shareholders have an adequate mechanism for providing feedback with respect to the application of those general criteria to individual pay packages. (See Lucian Bebchuk & Jesse Fried, Pay Without Performance 49 (2004)). While withholding votes from compensation committee members who stand for reelection is an option, we believe that course is a blunt and insufficient instrument for registering dissatisfaction with the way compensation committees have administered compensation plans and policies.

We believe this proposal is particularly appropriate at our company. In 2006, McClatchy share price decreased by over 26% while our CEO received compensation in excess of $7.17 million. We believe it would be prudent to give our shareholders a "Say on Pay" to help assure that excessive compensation does not become a problem at McClatchy.

We urge McClatchy's board to allow shareholders to express their opinion about senior executive compensation by establishing an annual shareholder "Say on Pay." We believe the results of such a vote would provide our Board with useful information about whether shareholders view the company's senior executive compensation, as reported each year in the proxy statement, to be appropriate.

[STAFF REPLY LETTER]

February 1, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: The McClatchy Company Incoming letter dated January 9, 2008
The proposal relates to compensation.

There appears to be some basis for your view that The McClatchy Company may exclude the proposal under rule 14a-8(b). We note that the proponent appears to have failed to supply, within 14 days of receipt of The McClatchy Company's request, documentary support indicating that she has satisfied the minimum ownership requirement for the one-year period required by rule 14a-8(b). Accordingly, we will not recommend enforcement action to the Commission if The McClatchy Company omits the proposal from its proxy materials in reliance on rule 14a-8(b).

Sincerely,

/s/

Heather L. Maples
Special Counsel