Current Report Filing (8-k)
May 09 2018 - 5:23PM
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 8, 2018
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
(Registrants 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 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.
|
Gannett Co., Inc. (the Company) held its 2018 annual meeting of stockholders (the 2018 annual meeting) on May 8,
2018. At the 2018 annual meeting, the Companys stockholders approved the proposed amendment no. 2 to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan (the Plan) described in the Companys definitive proxy
statement on Schedule 14A for the 2018 annual meeting filed with the Securities and Exchange Commission on March 23, 2018 (the 2018 proxy statement). As a result of the amendment, among other matters, the number of shares
available for issuance under the Plan was increased by 6,050,000 and the term of the Plan was extended to May 8, 2028. A copy of the amendment to the Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
At the 2018 annual meeting, the
Companys stockholders voted on four proposals, each of which was described in the Companys 2018 proxy statement. The final voting results with respect to each proposal are set forth below.
Proposal 1
The Companys
stockholders elected each of the eleven nominees named in the 2018 proxy statement, to serve on the Board of Directors for a
one-year
term expiring at the Companys 2019 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
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-
Votes
|
|
Matthew W. Barzun
|
|
|
93,835,212
|
|
|
|
917,505
|
|
|
|
2,386,784
|
|
|
|
8,523,373
|
|
John E. Cody
|
|
|
93,773,567
|
|
|
|
986,457
|
|
|
|
2,379,477
|
|
|
|
8,523,373
|
|
Stephen W. Coll
|
|
|
93,896,062
|
|
|
|
861,497
|
|
|
|
2,381,942
|
|
|
|
8,523,373
|
|
Robert J. Dickey
|
|
|
93,821,047
|
|
|
|
985,932
|
|
|
|
2,332,521
|
|
|
|
8,523,373
|
|
Donald E. Felsinger
|
|
|
93,692,135
|
|
|
|
1,044,492
|
|
|
|
2,402,874
|
|
|
|
8,523,373
|
|
Lila Ibrahim
|
|
|
93,809,828
|
|
|
|
1,019,123
|
|
|
|
2,310,549
|
|
|
|
8,523,373
|
|
Lawrence S. Kramer
|
|
|
93,822,527
|
|
|
|
922,907
|
|
|
|
2,394,067
|
|
|
|
8,523,373
|
|
John Jeffry Louis
|
|
|
93,903,287
|
|
|
|
848,315
|
|
|
|
2,387,898
|
|
|
|
8,523,373
|
|
Tony A. Prophet
|
|
|
93,804,472
|
|
|
|
936,376
|
|
|
|
2,398,653
|
|
|
|
8,523,373
|
|
Debra A. Sandler
|
|
|
93,888,998
|
|
|
|
938,531
|
|
|
|
2,311,972
|
|
|
|
8,523,373
|
|
Chloe R. Sladden
|
|
|
93,878,229
|
|
|
|
935,119
|
|
|
|
2,326,152
|
|
|
|
8,523,373
|
|
Proposal 2
The Companys stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public
accounting firm for the Companys 2018 fiscal year, as set forth below:
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
104,875,608
|
|
586,771
|
|
200,496
|
There were no broker
non-votes
with respect to this proposal.
Proposal 3
The Companys stockholders approved amendment no. 2 to the Plan, as set forth below:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
89,458,417
|
|
7,275,958
|
|
405,126
|
|
8,523,373
|
Proposal 4
The Companys stockholders approved, on a
non-binding,
advisory basis, the Companys
executive compensation program as described in the 2018 proxy statement, as set forth below:
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
Broker
Non-Votes
|
89,677,011
|
|
6,893,170
|
|
569,320
|
|
8,523,373
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) 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: May 9, 2018
|
|
|
|
By:
|
|
/s/ Barbara W. Wall
|
|
|
|
|
|
|
Barbara W. Wall
|
|
|
|
|
|
|
Senior Vice President and Chief Legal Officer
|
New Gannett (NYSE:GCI)
Historical Stock Chart
From Apr 2024 to May 2024
New Gannett (NYSE:GCI)
Historical Stock Chart
From May 2023 to May 2024