TEGNA INC. (NYSE:TGNA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On May3, 2017, TEGNA Inc. (the Company or TEGNA) issued a press
release announcing, among other things, that Jill Greenthal plans
to resign as a member of the Board of Directors (the Board of
Directors) of the Company in connection with, conditioned upon,
and effective as of, the closing of the Companys previously
announced proposed spin-off (the Spin-Off) of Cars.com Inc.
(Cars.com). Ms.Greenthal is expected to be appointed to the board
of directors of Cars.com, conditioned upon, and effective as of,
the closing of the Spin-Off. Ms.Greenthal and the Company
mutually agreed upon her expected move to the Cars.com board of
directors in connection with the Spin-off. Also on May3, 2017,
the Board determined to reduce the size of the Board from eleven
to ten members, effective as of and subject to Ms.Greenthals
resignation.

On May3, 2017, the Board of Directors approved the Companys entry
into an offer letter with David T. Lougee, who as previously
announced will assume the role of President and Chief Executive
Officer of the Company and will be appointed to the Board of
Directors upon the retirement of Gracia C. Martore from such
roles effective upon the closing of the Spin-Off. to the terms of
Mr.Lougees offer letter, he will serve as President and Chief
Executive Officer of the Company, reporting directly to the Board
of Directors. In consideration for Mr.Lougees service, he will be
eligible for an annual base salary of $950,000, an annual
performance bonus target opportunity of 110% of his annual base
salary and an annual long-term incentive target opportunity of
275% of his annual base salary. If his employment is terminated,
Mr.Lougee will be eligible for severance benefits under the TEGNA
Inc. Executive Severance Plan (at a 2x severance multiple) or the
TEGNA Inc. 2015 Change in Control Severance Plan (at a 3x
severance multiple), depending upon the circumstances of such
termination. The foregoing description of Mr.Lougees offer letter
does not purport to be complete and is qualified in its entirety
by reference to the full text of the letter, a copy of which is
attached hereto as Exhibit 10.1 and incorporated by reference
herein. In addition, subject to the Spin-off and Mr.Lougees
commencement of service as President and Chief Executive Officer,
the Executive Compensation Committee of the Board of Directors
approved, effective June9, 2017, the grant to Mr.Lougee of an
award of restricted stock units of the Company with a grant date
fair value of $400,000, which generally vest 25% on December31,
2017 and on the following three anniversaries of such date.

In addition, on May3, 2017, the Board of Directors approved the
payment to Ms.Martore upon her retirement of a prorated annual
bonus for 2017 of $825,000 as well as $2,100,000 as the prorated
payment of the cash incentive award that was granted to
Ms.Martore in lieu of long-term incentive awards for 2017.
Ms.Martore will also be eligible for the retirement benefits
described in the Companys proxy statement for its 2017 annual
meeting of shareholders.

Also on May3, 2017, the Board of Directors determined that, as a
result of the Spin-off, the position of President/TEGNA Digital
of the Company will be eliminated and therefore the services of
John A. (Jack) Williams, who currently holds such position, will
no longer be required, resulting in Mr.Williamss employment being
terminated without cause effective upon the closing of the
Spin-off. In connection with his termination of employment, under
the TEGNA Inc. Executive Severance Plan, Mr.Williams will be
eligible for (a)a prorated annual bonus for the portion of 2017
elapsed prior to his termination of $175,000 and (b)a severance
payment equal to the product of (i)1.5 multiplied by (ii)the sum
of his annual base salary and average annual bonus earned for the
three fiscal years immediately preceding the termination. Upon
Mr.Williamss termination of employment, he will also be eligible
for prorated vesting of his outstanding restricted stock units
and performance shares (based on actual performance at the end of
the performance period), in accordance with the terms of such
awards.

On May4, 2017, the Executive Compensation Committee of the Board
of Directors approved the execution of a letter agreement with
Victoria D. Harker, Executive Vice President and Chief Financial
Officer of the Company, to which she will continue to participate
in the TEGNA Inc. Executive Severance Plan or a plan that
provides substantially similar benefits until February28, 2018.
Following that date, Ms.Harker will be permitted to terminate her
employment voluntarily and receive the benefits contemplated by
such severance plan, subject to her compliance with certain
notice requirements and the terms of such plan (including the
execution of a release of claims) and provided that circumstances
have not arisen entitling the Company to terminate her employment
for cause. The foregoing description of Ms.Harkers letter
agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the letter agreement, a
copy of which is attached hereto as Exhibit 10.2 and incorporated
by reference herein. In addition, on May4, 2017, the Executive
Compensation Committee of the Board of Directors approved the
grant to Ms.Harker of a cash incentive award under which she will
be entitled to $700,000 if she remains in continuous, active
employment with the Company until December31, 2017 and an
additional $300,000 if she remains in continuous, active
employment with the Company until the first anniversary of the
Spin-off. If Ms.Harkers employment is terminated without cause
prior to the first anniversary of the Spin-off, she would receive
the portion of the cash incentive award that would have vested on
the next scheduled vesting date. The foregoing

description of Ms.Harkers cash incentive award agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the agreement, a copy of which is
attached hereto as Exhibit 10.3 and incorporated by reference
herein.

Item5.04 Temporary Suspension of Trading Under
Registrants Employee Benefit Plans

In connection with the Spin-off, more than 50% of the
participants in the Companys 401(k) plan will be temporarily
unable to exercise certain rights otherwise available under the
401(k) plan with respect to the TEGNA stock funds (the blackout).

On May5, 2017, the Company sent a notice (the Blackout Notice) to
its directors and officers who are subject to Section16 of the
Securities Exchange Act of 1934, as amended, informing them that
a blackout will be imposed as described below. The blackout is
expected to begin after the market closes on May26, 2017 and end
during the week of June5, 2017.

Section306 of the Sarbanes-Oxley Act of 2002 and Regulation BTR,
issued by the U.S. Securities and Exchange Commission, generally
impose restrictions on trading by executive officers and
directors in the event that 50% or more of the issuers 401(k)
plan participants are so restricted.

During the blackout, subject to certain limited exceptions,
directors and executive officers will be prohibited from directly
or indirectly purchasing, selling, acquiring or transferring any
TEGNA common stock or derivative security with respect to TEGNA
common stock acquired in connection with their service or
employment as a director or executive officer of TEGNA.

On May5, 2017, the plan administrator of the Companys 401(k) plan
delivered notice to the Company of the trading restrictions
relating to the plan to Section101(i)(2)(E) of the Employee
Retirement Income Security Act of 1974, as amended.

Attached hereto as Exhibit 99.1 and incorporated herein by
reference is a copy of the Blackout Notice.

Item5.07 Submission of Matters to a Vote of Security
Holders

The Company held its Annual Meeting of Shareholders (the Annual
Meeting) on May4, 2017. Shareholders holding 191,609,498 shares
of the Companys common stock, par value $1.00 per share (the
Company Common Stock), or 89.21%, of the 214,778,799 outstanding
shares of Company Common Stock as of the record date for the
Annual Meeting, were present at the Annual Meeting or were
represented by proxy. The Companys shareholders voted on four
matters presented at the meeting, each of which is discussed in
more detail in the Companys definitive proxy statement mailed to
its shareholders on or about March17, 2017, and which received
the requisite number of votes to pass. The voting results on the
proposals considered at the Annual Meeting are provided below.

Proposal 1

The voting results of the proposal to elect eleven nominees to
the Board of Directors to hold office until the Companys 2018
Annual Meeting of Shareholders were as follows:

Proposal 2

The voting results of the proposal to ratify the appointment of
Ernst Young LLP as the Companys independent registered public
accounting firm for the 2017 fiscal year were as follows:

Proposal 3

The voting results of the proposal to approve, on an advisory
basis, the compensation of the Companys named executive officers
reported in the Companys 2017 proxy statement were as follows:

Proposal 4

The voting results of the proposal to approve, on a non-binding
advisory basis, the frequency of future advisory votes to approve
the compensation of the Companys named executive officers were as
follows:

Item7.01 Regulation FD Disclosure

On May3, 2017, the Company issued a press release relating to the
resignation of Jill Greenthal, certain details of the
distribution of Cars.coms shares described in Item8.01 below, and
certain other matters. On May4, 2017, the Company issued a press
release announcing the results of its 2017 Annual Meeting of
Shareholders. Copies of the press releases are furnished herewith
as Exhibits 99.2 and 99.3, respectively. The press releases are
furnished under this Item7.01 and shall not be deemed filed with
the U.S. Securities and Exchange Commission (SEC) for purposes of
Section18 of the Securities Exchange Act of 1934, as amended. The
information contained in the press releases shall not be
incorporated by reference into any filing of the Company
regardless of general incorporation language in such filing,
unless expressly incorporated by reference in such filing.

Item8.01 Other Events

On May3, 2017, the Board of Directors established the close of
business on May18, 2017 (the Record Date) as the record date for
the Spin-Off. The Company will distribute one share of common
stock of Cars.com, par value $0.01 per share (Cars.com Common
Stock), for every three shares of Company Common Stock held by
the Companys shareholders of record as of the Record Date. The
distribution of shares of Cars.com Common Stock is expected to
occur at 11:59 p.m. Eastern Time on May31, 2017, and is subject
to the satisfaction or waiver of certain conditions.

Safe Harbor for Forward-Looking
Statements

Any statements contained in this communication that do not
describe historical facts may constitute forward-looking
statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward looking statements
may include statements with respect to TEGNAs potential
separation of Cars.com from TEGNA and the distribution of
Cars.com Common Stock to TEGNAs shareholders, and the expected
financial and operational results of TEGNA and Cars.com after the
separation and distribution. Any forward-looking statements
contained herein are based on Company managements current beliefs
and expectations, but are subject to a number of risks,
uncertainties and changes in circumstances, which may cause
actual results or company actions to differ materially from what
is expressed or implied by these statements. Such risks,
uncertainties and changes in circumstances include, but are not
limited to: uncertainties as to the timing of the Spin-off or
whether it will be completed, the possibility that various
closing conditions for the Spin-off may not be satisfied or may
be waived, the expected tax treatment of the Spin-off, the impact
of the Spin-off on the businesses of TEGNA and Cars.com and the
availability and terms of financing. Economic, competitive,
governmental, technological and other factors and risks that may
affect TEGNAs operations or financial results are discussed in
the Companys Annual Report on Form 10-K for the fiscal year ended
December31, 2016, and in subsequent filings with the U.S.
Securities and Exchange Commission. The Company disclaims any
obligation to update these forward-looking statements other than
as required by law.

Item9.01 Financial Statements and Exhibits.

About TEGNA INC. (NYSE:TGNA)

TEGNA Inc., formerly Gannett Co., Inc., includes a portfolio of media and digital businesses that provide content. The Company operates through two segments: TEGNA Media (Media Segment) and TEGNA Digital (Digital Segment). As of December 31, 2015, the Company’s media business included 46 television stations operating in 38 markets, offering television programing and digital content. Its Media segment includes core advertising, including local and national non-political advertising; political advertising during elections; retransmission that represents satellite and cable networks, and telecommunications companies to carry its television signals; digital that includes digital marketing services and advertising on the stations’ Websites, tablet and mobile products, and other services, such as production of programing from third parties and production of advertising material. Its Digital segment consists of business units, including Cars.com, CareerBuilder and G/O Digital.

TEGNA INC. (NYSE:TGNA) Recent Trading Information

TEGNA INC. (NYSE:TGNA) closed its last trading session down -1.73 at 24.05 with 7,352,314 shares trading hands.