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

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
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On February22, 2018, TEGNA Inc. (the “Company”) announced that, effective immediately following the Company’s 2018 Annual Meeting of Shareholders on April26, 2018, Marjorie Magner will retire from her positions of non-executive chairman of the board of directors (the “Board”) and director of the Company and will be replaced as non-executive chairman by Howard D. Elias, who has been elected to that position by the Board.

On February22, 2018, the Company also announced that the Board has elected Stuart J. Epstein to serve as a director of the Company, effective immediately. Mr.Epstein has been appointed to serve as a member of the Audit Committee of the Board, effective immediately following the Company’s 2018 Annual Meeting of Shareholders on April26, 2018.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February22, 2018, the Board amended and restated the Company’s By-Laws (the “By-Laws”) to implement a proxy access by-law permitting a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, to nominate, and have included in the Company’s proxy materials, director nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the stockholder(s) and the proxy access nominee(s) satisfy the requirements specified in the By-Laws. In addition, the amended and restated By-Laws include modifications to the existing exclusive forum provision and other clerical changes that have been approved by the Board.

The description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the amended and restated By-Laws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 5.02 Regulation FD Disclosure

A copy of the press release announcing Ms.Magner’s retirement, the appointment of Mr.Elias as non-executive chairman of the Board and the election of Mr.Epstein to the Company’s board of directors is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Financial Statements and Exhibits.

Exhibit

Description

3.1 By-Laws of TEGNA Inc., as amended and restated through February22, 2018.
99.1 Press release dated February22, 2018

EXHIBIT INDEX


TEGNA INC Exhibit
EX-3.1 2 d472723dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 [Reflects all amendments through February 22,…
To view the full exhibit click here

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.

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