GANNETT CO., INC. (NYSE:GCI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Gannett Co., Inc. (the Company) held its 2017 annual meeting of
stockholders (the 2017 annual meeting) on May 10, 2017. At the
2017 annual meeting, the Companys stockholders approved the
proposed amendment to the Gannett Co., Inc. 2015 Omnibus
Incentive Compensation Plan (the Plan) described in the Companys
definitive proxy statement on Schedule14A for the 2017 annual
meeting filed with the Securities and Exchange Commission on
March 24, 2017, as supplemented by the Companys definitive
additional proxy materials filed on April 28, 2017 (the 2017
proxy statement). As a result of the amendment, the number of
shares available for issuance under the Plan was increased by
7,000,000. A copy of the amendment to the Plan is filed as
Exhibit 10.1 hereto and incorporated herein by reference.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
At the 2017 annual meeting, the Companys stockholders voted on
four proposals, each of which was described in the Companys 2017
proxy statement. The final voting results with respect to each
proposal are set forth below.
Proposal 1
The Companys stockholders elected each of the ten nominees named
in the 2017 proxy statement, to serve on the Board of Directors
for a one-year term expiring at the Companys 2018 annual meeting
of stockholders or until their respective successors are duly
elected and qualified or until their earlier resignation or
removal, as set forth below:
| Name of Director Nominee | For | Against | Abstain | Broker Non-Votes |
| John E. Cody | 88,177,860 | 1,068,092 | 2,911,968 | 11,636,409 |
| Stephen W. Coll | 88,550,176 | 692,443 | 2,915,302 | 11,636,409 |
| Robert J. Dickey | 88,290,661 | 958,921 | 2,908,338 | 11,636,409 |
| Donald E. Felsinger | 88,359,890 | 861,554 | 2,936,476 | 11,636,409 |
| Lila Ibrahim | 89,516,907 | 2,393,350 | 247,663 | 11,636,409 |
| Lawrence S. Kramer | 88,313,407 | 936,480 | 2,908,034 | 11,636,409 |
| John Jeffry Louis | 88,092,030 | 1,148,750 | 2,917,140 | 11,636,409 |
| Tony A. Prophet | 88,366,608 | 857,300 | 2,934,012 | 11,636,409 |
| Debra A. Sandler | 88,408,283 | 3,557,558 | 192,079 | 11,636,409 |
| Chloe R. Sladden | 88,289,608 | 2,518,744 | 1,349,568 | 11,636,409 |
Proposal 2
The Companys stockholders ratified the appointment of Ernst Young
LLP as the Companys independent registered public accounting firm
for the Companys 2017 fiscal year, as set forth below:
| For | Against | Abstain |
| 101,417,604 | 628,038 | 1,748,688 |
There were no broker non-votes with respect to this proposal.
Proposal 3
The Companys stockholders approved the amendment to the Plan, as
set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 81,861,147 | 9,747,972 | 548,802 | 11,636,409 |
Proposal 4
The Companys stockholders approved, on a non-binding, advisory
basis, the Companys executive compensation program as described
in the 2017 proxy statement, as set forth below:
| For | Against | Abstain | Broker Non-Votes |
| 86,219,391 | 5,553,287 | 385,242 | 11,636,409 |
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 10.1 |
Amendment to the Gannett Co., Inc. 2015 Omnibus Incentive Compensation Plan |
About GANNETT CO., INC. (NYSE:GCI)
Gannett Co., Inc. is a media company. The Company operates as a newspaper publisher in the United States. As of December 25, 2016, it owned ReachLocal, Inc. (ReachLocal), a digital marketing solutions company; the USA TODAY NETWORK (made up of USA TODAY including digital sites and affiliates (USAT) and 109 local media organizations in 34 states in the United States and Guam), and Newsquest Media Group Ltd. (Newsquest), the Company’s subsidiary operating in the United Kingdom. The Company’s segments include Publishing, ReachLocal, and a Corporate and Other category. The publishing segment comprises the USA TODAY NETWORK and Newsquest. Its publishing operations also include commercial printing and distribution, marketing and data services. It also reaches small and medium sized businesses with digital marketing solutions principally through ReachLocal. ReachLocal is focused on local businesses and on providing a total digital marketing solution. GANNETT CO., INC. (NYSE:GCI) Recent Trading Information
GANNETT CO., INC. (NYSE:GCI) closed its last trading session down -0.11 at 8.02 with 751,486 shares trading hands.
