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

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
Item 5.02

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On December 5, 2018, Gannett Co, Inc. (the “Company”) announced that Robert J. Dickey will retire as President and Chief Executive Officer of the Company effective as of May 7, 2019 or, if earlier, the date that a successor President and Chief Executive Officer of the Company assumes office as such (the “Transition Date”). Mr. Dickey’s service as a member of the Board of Directors of the Company (the “Board”) will continue until May 7, 2019.

The Board has initiated a search process to identify a successor for Mr. Dickey. The process will include a review of both internal and external candidates. The Board has engaged Egon Zehnder International Inc. to assist in the search process.

The Company and Mr. Dickey have entered into a Transition Services Agreement, dated as of November 30, 2018 (the “Transition Agreement”), which amends certain provisions of Mr. Dickey’s existing Offer Letter Agreement, dated as of June 4, 2015.

The Transition Agreement provides that Mr. Dickey will continue as President and Chief Executive Officer of the Company through the Transition Date and that he will also perform services related to transition matters as directed by the Board (the “Transition Services”). From the Transition Date through October 7, 2019, Mr. Dickey will serve as a non-employee consultant to the Company and will provide advisory services to the successor President and Chief Executive Officer related to transition matters and such other services as reasonably requested by the successor President and Chief Executive Officer or the Board (the “Consulting Services”).

The Transition Agreement generally provides Mr. Dickey with the following compensation and benefits for the Transition Services and, if applicable, the portion of the Consulting Services rendered on or prior to May 7, 2019: (i) for the period commencing on January 1, 2019 and continuing through the date that Mr. Dickey terminates employment or, if later, provided Mr. Dickey’s employment is not terminated by the Company for cause or by reason of his voluntary resignation, May 7, 2019, monthly compensation equal to $435,000; and (ii) subject to Mr. Dickey’s continued employment through the Transition Date and execution and nonrevocation of a release of claims in favor of the Company, a cash payment of $1,000,000. The Transition Agreement provides that, for the portion of the Consulting Services rendered following May 7, 2019 and through October 7, 2019, Mr. Dickey will receive a monthly consulting fee of $75,000. The Transition Agreement further provides that Mr. Dickey will not be eligible to receive any further awards under any short- or long-term cash, equity or equity-based incentive program sponsored or maintained by the Company, except that he will be entitled to receive his 2018 annual cash incentive award. The Transition Agreement also subjects Mr. Dickey to certain confidentiality obligations and 12-month noncompetition/nonsolicitation restrictions.

The preceding description of the Transition Agreement is a summary of its material terms, does not purport to be complete, and is qualified in its entirety by reference to the Transition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits


Gannett Co., Inc. Exhibit
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 – TRANSITION SERVICES AGREEMENT Exhibit 10.1 TRANSITION SERVICES AGREEMENT THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made effective as of November 30,…
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