Current Report Filing (8-k)
December 14 2017 - 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): December 13, 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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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. ☐
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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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On
December 13, 2017, the Board of Directors of Gannett Co., Inc. (the “Company”) approved a form of award agreement
for long-term cash performance units (“Performance Units”) under the Company’s 2015 Omnibus Incentive Compensation
Plan (the “Plan”). In order to promote greater alignment of the Company’s long-term incentive program with its
strategic objectives, particularly related to digital transformation, the Company’s senior executives will receive a portion
of their long-term incentive awards for 2018 in the form of Performance Units in lieu of Performance Share Units. Each Performance
Unit will be equivalent to $1 in cash, and will pay out following the completion of a three-year performance period, based on
upon the Company’s achievement of digital revenue growth over that period as indicated below. Payouts for performance between
the threshold and maximum percentages of target will be calculated based on straight-line interpolation.
2018
Growth
50%
weighting
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The
Performance Units tied to 2018 growth (50% of the award) will pay out as follows:
●
None of the units will be earned if the Company’s actual 2018 digital revenue is below a specified threshold percentage
of targeted 2018 digital revenue.
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50% of the units will be earned if actual 2018 digital revenue equals the threshold percentage of targeted 2018 digital
revenue.
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100% of the units will be earned if actual 2018 digital revenue equals targeted 2018 digital revenue.
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200% of the units will be earned if actual 2018 digital revenue equals or exceeds a specified maximum percentage over
targeted 2018 digital revenue.
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2019
Growth
30%
weighting
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The
Performance Units tied to 2019 growth (30% of the award) will pay out as follows:
●
None of the units will be earned if the Company’s actual 2019 digital revenue is below a specified threshold percentage
of targeted digital revenue for 2019, where target is calculated as a specified percentage increase over digital revenue
achieved for 2018.
●
50% of the units will be earned if actual 2019 digital revenue equals the threshold percentage of targeted 2019 digital
revenue.
●
100% of the units will be earned if actual 2019 digital revenue equals targeted 2019 digital revenue.
●
200% of the units will be earned if actual 2019 digital revenue equals or exceeds a specified maximum percentage over
targeted 2019 digital revenue.
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2020
Growth
20%
weighting
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The
Performance Units tied to 2020 growth (20% of the award) will pay out as follows:
●
None of the units will be earned if the Company’s actual 2020 digital revenue is below a specified threshold percentage
of targeted digital revenue for 2020, where target is calculated as a specified percentage increase over digital revenue
achieved for 2019.
●
50% of the units will be earned if actual 2020 digital revenue equals the threshold percentage of targeted 2020 digital revenue.
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●
100% of the units will be earned if actual 2020 digital revenue equals targeted 2020 digital revenue.
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200% of the units will be earned if actual 2020 digital revenue equals or exceeds a specified maximum percentage over
targeted 2020 digital revenue.
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For
purposes of the Performance Unit awards, digital revenue is defined as the Company’s revenue from digital advertising plus
its revenue from digital-only subscriptions. Digital advertising revenue includes revenues earned by selling display and video
advertising on desktop and mobile platforms as well as classified revenues earned through sales on third party platforms. It also
includes revenues generated through search engine marketing, search engine optimization, social, email, directories, digital syndication,
archives, other third-party partners and various digital-related software and web presence products. Digital-only subscriptions
revenue includes revenue earned through the purchase of digital-only newspaper subscriptions on desktop, mobile web or native
applications (for Domestic Publishing only), but excludes revenues generated by e-editions (Kindle, Nook, etc.) and certain digital
circulation revenues. The Company’s actual digital revenue for any given year shall be adjusted for any “Extraordinary
Items” as defined in the 2015 Plan, except that adjustments for the effects of mergers, acquisitions, divestitures, spin-offs
or significant transactions shall be made only in respect of the year in which the transaction closes.
The
form of award agreement for Performance Units contains vesting and other provisions regarding continued employment and death/disability
of the awardee that are materially consistent with those contained in the Company’s form of award agreement for Performance
Share Units, as previously reported. Upon a change of control of the Company, the Performance Units will pay out at an amount
calculated as specified in the form of award agreement, depending upon when the change of control occurs during the three-year
performance period.
In
addition, the Board approved changes to the form of Restricted Stock Unit Award Agreement and form of Performance Share Unit Award
Agreement for executive officers. The new forms of agreement, which will be used for grants commencing in 2018, provide for three-year
vesting for RSU awards and modify the threshold performance level for Performance Share payouts, but are otherwise consistent
with the prior versions of the respective forms.
The
foregoing description is qualified in its entirety by the forms of Performance Unit Award Agreement, Restricted Stock Unit Award
Agreement and Performance Share Unit Award Agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively,
to this Current Report on Form 8-K and are incorporated herein.
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Item 5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On
December 13, 2017, the Board amended and restated the Company’s Bylaws (as so amended and restated, the “Bylaws”)
to eliminate the provision specifying that the Company’s fiscal year shall be the 52 or 53 week period ending on the last
Sunday in December. This description of the Bylaws is a summary only and is qualified in its entirety by reference to the full
text of the Bylaws, a copy of which is included as Exhibit 3.1 to this report and incorporated by reference herein.
In
conjunction with the above, the Board adopted resolutions changing the Company’s fiscal year from the 52 or 53 week period
ending on the last Sunday in December to a calendar year period, effective with the year commencing January 1, 2018. Because the
Company’s current fiscal year will end on December 31, 2017, no transition reporting with respect to the current fiscal
year will be required.
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Item
9.01.
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Financial
Statements and Exhibits.
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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: December 14, 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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