DEF 14A

Howard D. Elias

David T. Lougee

Key Financial Highlights:

• $3.0 billion record total company
revenue

•
$1.5 billion record subscription
revenue

• $1.4 billion record advertising
and marketing services (“AMS”)
revenue

• $948 million Adjusted EBITDA,
an odd (non-political) year record

• 40% year-over-year growth in
Premion, our over-the-top (OTT)
advertising platform

• 22.2% free cash flow as a
percentage of revenue for 2020-
2021

• $3.3 billion in total debt and net
leverage of 3.24x at year-end

DEF 14A 1 d263149ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

TEGNA Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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		May 12, 2022

Dear Fellow Shareholders:

As we reflect on the past year, we could not be more proud of TEGNA’s talented and dedicated team which enabled us to achieve strong performance in 2021. We continued to execute well across the board, delivering solid financial results, and enhancing the value of our portfolio of leading broadcast stations and innovative digital brands. We also made good progress on our environmental, social, and governance efforts, including our commitment to fostering a diverse, equitable, and inclusive culture.

TEGNA’s 2021 performance reflects the Company’s continued operational excellence, the value of our local station brands, and the strength of our powerful advertising platforms – all of which are a result of our value-creation strategy. TEGNA achieved record full-year total company revenue as well as record subscription revenue and advertising and marketing services (AMS) revenue. We also met or exceeded guidance for all key financial metrics.

TEGNA journalists continued to be integral to the fabric of our communities and deliver trusted local news and media content across our wide audience base and multiple platforms. We fought misinformation and disinformation through the expansion of VERIFY into a standalone national brand, helping our audiences distinguish between true and false information. Through our acquisition of Locked On Podcast Network, we strategically expanded our local sports offerings in the rapidly growing podcast market and on YouTube.

We also made great strides in accelerating the pace of racial diversity and inclusion across our company. In 2021, TEGNA achieved double-digit growth in Black, Indigenous and People of Color (BIPOC) representation in content teams, content leadership, and company leadership during the year. We are tracking above the rate of change needed to achieve the quantifiable 2025 DE&I goals that we established in 2021. We also completed diversity and inclusion training and content audits across all 49 of our newsrooms as part of the Inclusive Journalism program we developed with The Poynter Institute.

As responsible stewards of our resources, we enhanced oversight, reporting, and accountability of our commitment to minimize our carbon footprint and preserve the environment. In 2021, we completed a comprehensive greenhouse gas (GHG) emissions inventory that included our scope 1 and 2 GHG emissions from our direct operations, as well as relevant indirect scope 3 GHG emissions across our value chain to inform our long-term environmental goals and action plans.

On February 22, 2022, we announced with Standard General L.P. (“Standard General”) that TEGNA, an affiliate of Standard General, and certain other parties have entered into a definitive agreement under which TEGNA will be acquired by the Standard General affiliate. The transaction, which is expected to close in the second half of 2022, follows the Board’s thorough review of acquisition proposals received by the Company and an evaluation of this opportunity against TEGNA’s standalone prospects and other strategic alternatives. The transaction was unanimously approved by the TEGNA Board, which believes it maximizes value for TEGNA shareholders.

As a TEGNA shareholder, you will have the opportunity to vote on the transaction at a Special Meeting of Stockholders to be held on May 17, 2022.

We would like to express our sincere gratitude to our TEGNA colleagues for their demonstrated commitment over the last year to helping us achieve outstanding results and fulfilling our purpose to serve the greater good of our communities. We also want to take this opportunity to thank our shareholders for your support and continued interest in our company. We look forward to TEGNA building on its many successes in its next chapter.

Howard D. Elias

Board Chair

Dave Lougee

President and Chief Executive Officer

Notice of Annual Meeting of Shareholders


To Our Shareholders: The 2022 Annual Meeting of Shareholders of TEGNA Inc. will be held for the following purposes:		MEETING INFORMATION DATE: June 21, 2022 TIME: 9:00 a.m. ET LOCATION: Via a live webcast at: www.meetnow.global/ MVM6R56. There is no physical location for the Annual Meeting.
	to consider and act upon a proposal to elect eleven director nominees to the Company’s Board of Directors to hold office until the Company’s 2023 Annual Meeting of Shareholders;
	to consider and act upon a Company proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year;
	to consider and act upon a Company proposal to approve, on an advisory basis, the compensation of our named executive officers;

LOGO

to consider and act upon a shareholder proposal regarding the shareholder right to call a special meeting; and

LOGO

to transact such other business, if any, as may properly come before the Annual Meeting or any adjournment or postponement of the meeting.

Your Board of Directors unanimously recommends that you vote FOR all eleven nominees listed on the enclosed proxy card or voting instruction form, FOR proposals 2 and 3, and AGAINST proposal 4.

We have enclosed the annual report, proxy statement (together with the notice of Annual Meeting), and proxy card or voting instruction form. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card or voting instruction form to vote by Internet, telephone, or by mail. We encourage shareholders to submit their proxies electronically – by telephone or by Internet – whenever possible.

The Board of Directors has set the close of business on May 3, 2022 as the record date to determine the shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment or postponement thereof.

By Action of the Board of Directors,

LOGO

Marc S. Sher

Vice President, Associate General Counsel and Secretary

Tysons, Virginia

May 12, 2022


		Notice of Annual Meeting of Shareholders

Your Vote Is Important. Please vote by proxy TODAY to ensure that your shares are represented at the Annual Meeting whether or not you currently plan to attend. You do not need to attend the meeting to vote if you vote your shares before the meeting. If you are a record holder, you may vote your shares by mail, telephone or the Internet. If you later decide to attend the meeting, your vote will revoke any proxy previously submitted. If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares by ballot at the meeting unless you provide a “legal proxy” from the broker, bank or other nominee that holds your shares giving you the right to vote the shares at the meeting. Please review “Questions and Answers about the Proxy Materials and the Annual Meeting” beginning on page 76 of the Proxy Statement for information about attending and voting at the Annual Meeting.

Due to the potential public health impact of the coronavirus (COVID-19) and to support the well-being of our employees and stockholders, we will hold the Annual Meeting virtually online via a live webcast at meetnow.global/MVM6R56. To participate in the Annual Meeting, you must enter the 16 digit control number included in your proxy card or voting instruction form. Online access to the Annual Meeting will open approximately 15 minutes prior to the start of the Annual Meeting. You will not be able to attend the Annual Meeting in person at a physical location. For purposes of attendance at the Annual Meeting, all references in this proxy statement to “present” shall mean virtually present at the Annual Meeting.

TEGNA INTENDS TO HOLD A SPECIAL MEETING OF SHAREHOLDERS ON MAY 17, 2022 TO APPROVE THE PREVIOUSLY ANNOUNCED AGREEMENT AND PLAN OF MERGER DATED FEBRUARY 22, 2022, AS AMENDED BY AMENDMENT NO. 1 ON MARCH 10, 2022 (AS MAY BE FURTHER AMENDED OR SUPPLEMENTED, THE “MERGER AGREEMENT”) BY AND AMONG TEGNA, TETON PARENT CORP., A NEWLY FORMED DELAWARE CORPORATION (“PARENT”), TETON MERGER CORP., A NEWLY FORMED DELAWARE CORPORATION AND AN INDIRECT WHOLLY OWNED SUBSIDIARY OF PARENT, AND SOLELY FOR PURPOSES OF CERTAIN PROVISIONS SPECIFIED THEREIN, OTHER SUBSIDIARIES OF PARENT, CERTAIN AFFILIATES OF STANDARD GENERAL L.P., A DELAWARE LIMITED PARTNERSHIP AND CMG MEDIA CORPORATION, A DELAWARE CORPORATION, AND CERTAIN OF ITS SUBSIDIARIES. NO ACTION WILL BE TAKEN AT THE ANNUAL MEETING WITH RESPECT TO, AND NO PROXY IS BEING SOLICITED HEREBY IN CONNECTION WITH, THE MERGER AGREEMENT OR ANY MATTERS RELATED THERETO.

This Notice of Annual Meeting and Proxy Statement is first being delivered to shareholders on or about May 12, 2022.

Table of Contents


Proxy Statement Summary		i

PROPOSAL 1 – ELECTION OF DIRECTORS

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Page

1	Your Board of Directors

1	Board Leadership Structure

2	The TEGNA Nominees

8	Committees of the Board of Directors

10	Committee Charters

11	Corporate Governance

11	Shareholder Engagement

12	The Board’s Role in Risk Oversight

13	The Board’s Role in the Oversight of Cybersecurity and Data Privacy

14	The Board’s Role in Corporate Strategy

15	Board Oversight of Environment, Social and Governance Responsibilities

15	Board Oversight of Diversity, Equity and Inclusion

16	Corporate Social Responsibility

23	Annual Board Performance Evaluation

23	Ethics Policy

23	Related Transactions; Compensation Committee Interlocks and Insider Participation
24	Report of the Audit Committee

PROPOSAL 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

___________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Page

SEC Form DEF 14A filed by TEGNA Inc