Current Report Filing (8-k)
May 11 2017 - 4:20PM
Edgar (US Regulatory)
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 10, 2017
GANNETT CO.,
INC.
(Exact name
of registrant as specified in charter)
Delaware
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1-36874
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47-2390983
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7950 Jones
Branch Drive, McLean, Virginia, 22107-0910
(Address of
principal executive offices, including zip code)
(703) 854-6000
(Registrant’s
telephone number, including area code)
N/A
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Gannett
Co., Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “2017 annual meeting”) on
May 10, 2017. At the 2017 annual meeting, the Company’s stockholders approved the proposed amendment to the Gannett
Co., Inc. 2015 Omnibus Incentive Compensation Plan (the “Plan”) described in the Company’s definitive proxy
statement on Schedule 14A for the 2017 annual meeting filed with the Securities and Exchange Commission on March 24,
2017, as supplemented by the Company’s definitive additional proxy materials filed on April 28, 2017 (the “2017
proxy statement”). As a result of the amendment, the number of shares available for issuance under the Plan was
increased by 7,000,000. A copy of the amendment to the Plan is filed as Exhibit 10.1 hereto and incorporated herein by
reference.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the 2017
annual meeting, the Company’s stockholders voted on four proposals, each of which was described in the Company’s 2017
proxy statement. The final voting results with respect to each proposal are set forth below.
Proposal 1
The Company’s
stockholders elected each of the ten nominees named in the 2017 proxy statement, to serve on the Board of Directors for a one-year
term expiring at the Company’s 2018 annual meeting of stockholders or until their respective successors are duly elected
and qualified or until their earlier resignation or removal, as set forth below:
Name of Director Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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John E. Cody
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88,177,860
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1,068,092
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2,911,968
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11,636,409
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Stephen W. Coll
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88,550,176
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692,443
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2,915,302
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11,636,409
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Robert J. Dickey
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88,290,661
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958,921
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2,908,338
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11,636,409
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Donald E. Felsinger
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88,359,890
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861,554
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2,936,476
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11,636,409
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Lila Ibrahim
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89,516,907
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2,393,350
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247,663
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11,636,409
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Lawrence S. Kramer
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88,313,407
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936,480
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2,908,034
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11,636,409
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John Jeffry Louis
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88,092,030
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1,148,750
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2,917,140
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11,636,409
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Tony A. Prophet
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88,366,608
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857,300
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2,934,012
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11,636,409
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Debra A. Sandler
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88,408,283
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3,557,558
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192,079
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11,636,409
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Chloe R. Sladden
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88,289,608
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2,518,744
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1,349,568
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11,636,409
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Proposal 2
The Company’s
stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting
firm for the Company’s 2017 fiscal year, as set forth below:
For
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Against
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Abstain
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101,417,604
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628,038
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1,748,688
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There were no
broker non-votes with respect to this proposal.
Proposal 3
The Company’s
stockholders approved the amendment to the Plan, as set forth below:
For
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Against
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Abstain
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Broker Non-Votes
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81,861,147
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9,747,972
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548,802
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11,636,409
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Proposal 4
The Company’s
stockholders approved, on a non-binding, advisory basis, the Company’s executive compensation program as described in the
2017 proxy statement, as set forth below:
For
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Against
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Abstain
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Broker
Non-Votes
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86,219,391
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5,553,287
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385,242
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11,636,409
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Item 9.01
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Financial Statements and Exhibits.
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10.1
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Amendment to the Gannett
Co., Inc. 2015 Omnibus Incentive Compensation Plan
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SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Gannett Co., Inc.
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Date: May 11, 2017
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By:
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/s/ Barbara W. Wall
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Barbara W. Wall
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Senior Vice President and Chief Legal Officer
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EXHIBIT
INDEX
10.1
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Amendment
to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan
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