Current Report Filing (8-k)
November 13 2017 - 3:57PM
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): November 9, 2017
GANNETT CO., INC.
(Exact name of registrant as specified
in charter)
Delaware
|
|
1-36874
|
|
47-2390983
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
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:
¨
|
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))
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
|
On November 13, 2017, Gannett
Co., Inc. (the “Company”) announced an organizational change to align with the Company’s refreshed
business strategy, which focuses on two primary businesses: marketing solutions and consumer. Among other matters, the reorganization
included:
|
·
|
The appointment of Sharon T. Rowlands (age 59) as
President, USA TODAY NETWORK Marketing Solutions, to lead the marketing solutions business. In her new role, Ms. Rowlands will be
responsible for strengthening and growing our business-to-business segment. She also will retain her position as Chief Executive
Officer of ReachLocal, Inc. Ms. Rowlands has served as Chief Executive Officer of ReachLocal, Inc. since April 2014. Before then,
she served as Chief Executive Officer of Altegrity from 2011 to 2014, as Chief Executive Officer of Penton Media from 2008 to 2011,
and as Chief Executive Officer and President of Thomson Financial from 2005 to 2008.
|
In connection with her appointment as President,
USA TODAY NETWORK Marketing Solutions, the Executive Compensation Committee approved certain enhancements to Ms. Rowlands’s
compensatory arrangements with the Company, including base salary, annual incentive target and long-term incentive target compensation.
Those changes are memorialized in Amendment No. 1 to the Letter Agreement, dated August 2, 2016, between the Company and Ms. Rowlands,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
|
·
|
The appointment of Maribel Perez Wadsworth (age 44)
as President, USA TODAY NETWORK, to lead the consumer business. In her new role, Ms. Wadsworth will be responsible for strategy
and operations for the Company’s portfolio of media brands, including USA TODAY and more than 100 local news and niche content
brands. In addition, she will become associate publisher of USA TODAY as part of the transition associated with the previously
reported departure of John Zidich, our President, U.S. Domestic Publishing, anticipated to occur in April 2018. Before her appointment
as President, USA TODAY NETWORK, Ms. Wadsworth served as the Company’s Senior Vice President and Chief Transformation Officer
since January 2017, and before that served as the Company’s Senior Vice President and Chief Strategy Officer since our spin-off
in June 2015. Prior to the spin-off, she served as Vice President, Strategic Initiatives, U.S. Community Publishing from 2014 to
2015, and as Vice President, Audience Development and Engagement, U.S. Community Publishing from 2012 to 2014.
|
Item 9.01
|
Financial Statements and Exhibits.
|
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.
|
|
|
|
|
|
|
|
|
|
|
Gannett Co., Inc.
|
|
|
|
|
Date: November 13, 2017
|
|
|
|
By:
|
|
/s/ Barbara W. Wall
|
|
|
|
|
|
|
Barbara W. Wall
|
|
|
|
|
|
|
Senior Vice President and Chief Legal Officer
|
New Gannett (NYSE:GCI)
Historical Stock Chart
From Aug 2024 to Sep 2024
New Gannett (NYSE:GCI)
Historical Stock Chart
From Sep 2023 to Sep 2024