TEGNA Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On August 26, 2025, the Board of Directors (the “Board of Directors”) of TEGNA Inc. (the “Company”) approved amendments to certain provisions of the Company’s By-laws, effective immediately.
The By-laws were amended to eliminate the requirement that a director who has not served as an executive of the Company (a “Non-Executive Director”) retire from the Board of Directors by the Company’s first annual meeting of stockholders after reaching the age of seventy-three (73). The amendments further provide (i) that within thirty (30) days of a Non-Executive Director reaching the age of seventy-five (75), such Non-Executive Director shall offer to submit a letter of resignation (an “Offer to Resign”) to the Governance, Public Policy and Corporate Responsibility Committee of the Board of Directors (the “Governance Committee”), which will make a recommendation to the Board of Directors as to whether to accept or reject such Offer to Resign and (ii) that, if the Board of Directors rejects such Offer to Resign, the Non-Executive Director may continue to serve as a director of the Company; provided however that such Non-Executive Director will be required to submit a new Offer to Resign within thirty (30) days following his or her birthday in each subsequent year.
In addition, the By-laws were amended to eliminate the requirement that a member of the Board of Directors who has served or is serving as the Chief Executive Officer of the Company retire from the Board of Directors by the Company’s first annual meeting of stockholders after reaching the age of seventy-three (73). The amendments further provide (i) that within thirty (30) days of such director reaching the age of seventy-five (75), such director shall offer to submit an Offer to Resign to the Governance Committee, which will make a recommendation to the Board of Directors as to whether to accept or reject such Offer to Resign and (ii) that, if the Board of Directors rejects such Offer to Resign, such director may continue to serve as a director of the Company; provided however that such director will be required to submit a new Offer to Resign within thirty (30) days following his or her birthday in each subsequent year.
The foregoing summary of the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 3.1 | By-laws of TEGNA Inc., as amended through August 26, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TEGNA INC. | |||
| (Registrant) | |||
| By: | /s/ Alex Tolston | ||
| Alex Tolston | |||
| Senior Vice President and Chief Legal Officer | |||
Date: August 29, 2025