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. |
On February 21, 2017, the Executive Compensation Committee of the
Board of Directors (the Committee) of Gannett Co., Inc. (the
Company) approved the 2017 executive annual incentive plan (the
AIP) and 2017 stretch goals (the Stretch Goals) to which the
Committee will determine the amount of cash incentive
compensation payable for 2017 to each of our executive officers
under the Companys 2015 Omnibus Incentive Compensation Plan (the
Omnibus Plan).
2017 Executive Annual Incentive Plan
The AIP establishes the parameters according to which the
Committee will determine the amount of annual cash incentive
compensation payable to each executive officer for 2017 to the
Omnibus Plan. In the case of our CEO, the AIP provides that the
bonus amount will be determined by the Committee subject to
ratification by the independent directors serving on our Board.
Initially, the AIP fixes an individual annual cash bonus target
for each executive officer participating in the AIP, expressed as
a percentage of the executives eligible base salary. As further
described below, the bonus amount payable to each executive will
be based on the Companys performance relative to specified
financial goals and the executives performance relative to
specified individual and cultural goals. Goals under the AIP will
be independent of each other and structured such that executives
may receive a portion of their annual bonuses based upon
achievement relative to one or more of the goals, even if
required levels of performance are not met for payments for other
goals.
Company-Wide Financial Goals
A portion of the annual cash bonuses payable to our executive
officers will be based on the extent to which the Company
achieves the Company-wide financial goals specified in the AIP.
The financial goals are assigned an overall weight of 70% for the
CEO and 60% for other executives. The financial goals specified
in the AIP are as follows:
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2017 Adjusted EBITDA Budget. Of the portion of the bonus based on Company financial performance, 70% will be based on the Companys achievement relative to an Adjusted EBITDA Budget target. Adjusted EBITDA Budget is defined as the Companys earnings before interest, taxes, depreciation and amortization, excluding items approved by the Committee that are one-time in nature and affect the comparability of the Companys financial results. In addition, Adjusted EBITDA Budget will be calculated by fixing pension and medical expenses at predetermined budgeted amounts and fixing the exchange rate for British pounds to U.S. dollars at a predetermined budgeted rate. These further adjustments effectively will exclude from Adjusted EBITDA Budget significant positive or negative variances in pension and medical expenses that may occur during the year, as well as significant variances in Newsquests EBITDA contributions due to foreign exchange rate fluctuations. |
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2017 Digital Revenue. Of the portion of the bonus based on Company financial performance, 30% will be based on the Companys achievement relative to a digital revenue target. Digital Revenue is defined as digital advertising revenues plus revenues generated from sales of digital-only subscriptions. Digital advertising revenues include revenues generated by (a) selling display and video advertising on desktop and mobile platforms, (b) selling classifieds on third-party platforms, and (c) selling other digital products and services such as search engine marketing and optimization, social and email advertising, directories, digital syndication, archives, and software and web-presence products. Digital-only subscriptions generally include digital-only newspaper subscriptions on desktop, mobile web or native apps. For these purposes, Newsquests contributions to digital revenue will be calculated using the predetermined pounds-to-dollars exchange rate described above. |
In determining actual bonus amounts payable relative to the
Company-wide financial goals, the Committee will evaluate
threshold, target and maximum levels of performance for each goal
as follows:
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Threshold: Achievement of 75% of target results in a 50% payout. |
| Target: Achievement of target results in a 50% payout. |
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Maximum: Achievement of 120% of target results in a 150% payout. |
No bonus will be paid to either goal if the threshold level of
performance for that goal is not met, and no amounts will be
payable over the maximum for either goal. Amounts between
threshold, target and maximum will be interpolated on a
straight-line basis.
Individual Performance and Cultural
Goals
In addition to the Company-wide financial goals, the Committee
believes that strategic individual performance and cultural goals
relative to predetermined objectives should play a role in the
cash bonus payable to each executive officer. Accordingly, the
Committee has determined that 15% of the overall cash bonus for
the CEO and 25% of the overall cash bonus for each other
executive officer for 2017 will be based upon the Committees
assessment the executives achievement of individual performance
goals. The individual performance goals will be specific to each
executive based on his or her role within the Company and
particular areas of responsibility, and consist of non-financial
goals that advance the Companys business strategy (such as
expanding the Companys footprint, optimizing the use of existing
assets and transitioning to digital). In addition, 15% of the
overall cash bonus for the CEO and each other executive officer
will be based on the Committees assessment of the officers
achievement of cultural goals. The cultural goals also will be
specific to each executive and relate to his or her contributions
towards promoting the Companys cultural values (such as diversity
and inclusiveness). The maximum amount payable in respect of the
individual performance goals and culture goals will be 150% of
each executives target amount for such goals. The Committee will
retain full discretion in respect of all amounts awarded under
this portion of the AIP. No executive officer is guaranteed an
award and, if performance is unsatisfactory, no bonus will be
paid under the individual performance or cultural components of
the AIP.
2017 Stretch Goals
In addition to the AIP, the Committee approved three Stretch
Goals for 2017, to which our executive officers have an
opportunity to earn additional cash incentive compensation under
the Omnibus Plan if, by the end of 2017, the Company achieves
certain strategic milestones related to our digital
transformation. As with the AIP, achievement of each Stretch Goal
will be evaluated independently of the others. Executives will
receive a payment equal to 8.33% of their annual base salaries if
any one goal is met, a payment equal to 16.66% of their annual
base salaries if any two goals are met, and a payment equal to
25% of their annual base salaries if all three goals are met.
About GANNETT CO., INC. (NYSE:GCI)
Gannett Co., Inc. is an international, multi-platform news and information company. The Company is a local content provider in the United States, operating in over 30 states and Guam. Its operations comprise approximately 110 daily publications and digital platforms in the United States and the United Kingdom, over 400 non-daily publications in the United States, and approximately 150 such titles in the United Kingdom. Its daily publications in the United States include USA TODAY. Together with over 20 daily paid-for publications, its Newsquest division operates in the United Kingdom. Its operations also include commercial printing, marketing and data services operations. In the markets it serves, it also operates desktop, smartphone and tablet products. USA TODAY has a total daily circulation of approximately four million and Sunday circulation of over 3.9 million, which includes daily print, digital replica, digital non-replica and branded editions. GANNETT CO., INC. (NYSE:GCI) Recent Trading Information
GANNETT CO., INC. (NYSE:GCI) closed its last trading session 00.00 at 9.10 with 986,491 shares trading hands.
