Lee Enterprises Incorporated filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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): February 27, 2025
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(Exact name of Registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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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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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).
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Item 5.07 Submission of Matters to a Vote of Security Holders
Lee Enterprises, Incorporated (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) on February 27, 2025.
On February 27, 2025, Broadridge Investor Communication Solutions, Inc., the independent inspector of election for the Annual Meeting (the “Inspector of Election”), issued its final report certifying the final voting results for the Annual Meeting. Set forth below are the final voting results as provided by the Inspector of Election.
Each share of our common stock, par value $0.01 per share (“Common Stock”) outstanding on December 31, 2024, the record date for the Annual Meeting (the “Record Date”), had one vote on each proposal. On the Record Date, there were 6,190,328 shares of Common Stock outstanding. Present at the Annual Meeting were holders of 4,939,760 shares of Common Stock, all represented by proxy, or 79.80% of the outstanding shares entitled to vote at the Annual Meeting as of the Record Date, constituting a quorum.
The shareholders voted to re-elect each of Mary E. Junck, Herbert W. Moloney III and Kevin D. Mowbray as a director to serve for a three-year term expiring at the Company’s 2028 annual meeting of shareholders. Votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Mary E. Junck | 2,595,334 | 987,711 | 3,078 | 1,353,637 | ||||||||||
| Herbert W. Moloney III | 2,626,441 | 955,566 | 4,116 | 1,353,637 | ||||||||||
| Kevin D. Mowbray | 2,654,436 | 928,131 | 3,556 | 1,353,637 | ||||||||||
The shareholders approved, by non-binding vote, the compensation of the named executive officers (“Say-On-Pay”) as disclosed in the Company’s 2025 proxy statement (“Named Executive Officers”), and votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 2,628,357 | 949,247 | 8,519 | 1,353,637 | ||||||||
The shareholders approved the First Amendment to the 2020 Long-Term Incentive Plan ("LTIP" or "2020 Long-Term Incentive Plan") as disclosed in the Company's 2025 proxy statement. Votes were cast as follows:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 1,916,811 | 1,660,861 | 8,451 | 1,353,637 | ||||||||
The shareholders voted to ratify the appointment of BDO USA, P.C. to serve as the Company's independent registered public accounting firm for the fiscal year ending September 28, 2025.
For | Against | Abstain | Broker Non-Votes | |||||||||||
Ratify selection of BDO USA, P.C. | 3,854,928 | 1,059,646 | 25,186 | — | ||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LEE ENTERPRISES, INCORPORATED | |||||||||||||||||
| Date: | February 27, 2025 | By: | /s/ Timothy R. Millage | ||||||||||||||
| Timothy R. Millage | |||||||||||||||||
| Vice President, Chief Financial Officer and Treasurer | |||||||||||||||||