Gannett Co. Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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):
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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 Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information set forth in Item 5.03 below is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this Current Report on Form 8-K, on June 3, 2024, at the Annual Meeting of Stockholders (the "Annual Meeting") of Gannett Co., Inc. (the "Company"), the Company's stockholders approved an amendment (the "Amendment") to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Charter"), to allow for exculpation of certain of the Company's officers to the extent permitted by Delaware law. On June 3, 2024, the Company filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Charter that sets forth the Amendment (the "Certificate of Amendment").
A description of the Amendment is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2024, in the section entitled "Proposal No. 4 – Approval of an Amendment to our Charter to Reflect Delaware Law Provisions Regarding Officer Exculpation." The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting of the Company held on June 3, 2024, the stockholders of the Company voted on the matters described below. As of April 9, 2024, the record date for the Annual Meeting, holders of 147,547,609 shares of common stock of the Company were entitled to vote.
Proposal 1. The Company's stockholders elected the following nine director nominees to serve until the 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified. The results of the vote are summarized in the table below.
| Director Nominees | Votes For | Votes Withheld | Broker Non-Votes* | |||||||||||||||||
| Maha Al-Emam | 102,035,701 | 631,327 | 19,847,539 | |||||||||||||||||
| Theodore P. Janulis | 100,964,276 | 1,702,752 | 19,847,539 | |||||||||||||||||
| John Jeffry Louis III | 100,791,287 | 1,875,741 | 19,847,539 | |||||||||||||||||
| Michael E. Reed | 101,727,117 | 939,911 | 19,847,539 | |||||||||||||||||
| Amy Reinhard | 101,620,422 | 1,046,606 | 19,847,539 | |||||||||||||||||
| Debra A. Sandler | 100,677,512 | 1,989,516 | 19,847,539 | |||||||||||||||||
| Kevin M. Sheehan | 101,609,789 | 1,057,239 | 19,847,539 | |||||||||||||||||
| Laurence Tarica | 100,949,161 | 1,717,867 | 19,847,539 | |||||||||||||||||
| Barbara W. Wall | 101,602,804 | 1,064,224 | 19,847,539 | |||||||||||||||||
Proposal 2. The Company's stockholders ratified the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | ||||||||||||
| 120,415,863 | 2,023,205 | 75,499 | ||||||||||||
Proposal 3. The Company's stockholders approved, on an advisory basis, the Company's executive compensation. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 100,188,916 | 2,379,781 | 98,331 | 19,847,539 | |||||||||||||||||
Proposal 4. The Company's stockholders approved an amendment to the Company's Charter to reflect Delaware law provisions regarding officer exculpation, subject to the Board of Director's discretion not to implement such amendment. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 100,939,383 | 1,611,248 | 116,397 | 19,847,539 | |||||||||||||||||
Proposal 5. The Company's stockholders did not approve an amendment to the Company's Amended and Restated Bylaws (the "Bylaws") to implement majority voting in uncontested director elections. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 101,910,352 | 629,152 | 127,524 | 19,847,539 | |||||||||||||||||
Proposal 6a. The Company's stockholders did not approve an amendment to the Charter to eliminate the supermajority voting requirement applicable to the amendment of certain provisions of the Charter. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 101,685,871 | 854,948 | 126,209 | 19,847,539 | |||||||||||||||||
Proposal 6b. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to the amendment of the Bylaws. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 101,716,606 | 879,593 | 70,829 | 19,847,539 | |||||||||||||||||
Proposal 6c. The Company's stockholders did not approve amendments to the Charter and Bylaws to eliminate the supermajority voting requirements applicable to remove directors and to appoint directors in the event that the entire Board of Directors is removed. Approval of this proposal would have required the affirmative vote of at least 80% of the voting power of the Company's issued and outstanding shares. The results of the vote are summarized in the table below.
| Votes For | Votes Against | Abstentions | Broker Non-Votes* | |||||||||||||||||
| 101,676,408 | 860,973 | 129,647 | 19,847,539 | |||||||||||||||||
* Broker non-votes are instances where a broker holding shares of record for a beneficial owner does not vote the shares because it has not received voting instructions from the beneficial owner and therefore is precluded by the rules of the New York Stock Exchange ("NYSE") from voting on a particular matter. Under NYSE rules, when a broker holding shares in "street name" does not receive voting instructions from a beneficial owner, the broker has discretionary authority to vote on certain routine matters but is prohibited from voting on non-routine matters. Brokers who did not receive instructions were entitled to vote on the ratification of the appointment of the independent registered public accounting firm but not entitled to vote on any other proposals at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | Location | ||||||
| 3.1 | Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Gannett Co., Inc., dated June 3, 2024 | |||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | Attached. | ||||||
Use of Website to Distribute Material Company Information
The Company's website is www.gannett.com. Information contained on the Company's website is not part of this Current Report on Form 8-K. The Company uses its website as a distribution channel for material company information. Financial and other important information regarding the Company is routinely posted on and accessible on the Investor Relations and News and Events subpages of the Company's website, which are accessible by clicking on the tab labeled "Investor Relations" and "News and Events", respectively, on the website home page. Therefore, investors should look to the Investor Relations, and News and Events subpages of the Company's website for important and time-critical information.
SIGNATURE
Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gannett Co., Inc. | ||||||||
Date: June 4, 2024 | By: | /s/ Douglas E. Horne | ||||||
| Douglas E. Horne | ||||||||
| Chief Financial Officer (principal financial officer) | ||||||||