TEGNA INC. (NYSE:TGNA) Files An 8-K Submission of Matters to a Vote of Security Holders

TEGNA INC. (NYSE:TGNA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders

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The Company held its Annual Meeting of Shareholders (the “Annual Meeting”) on April26, 2018. Shareholders holding 200,134,167 shares of the Company’s common stock, par value $1.00 per share (“Company Common Stock”), or 92.82%, of the 215,619,438 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 Company’s shareholders voted on three matters presented at the meeting, each of which is discussed in more detail in the Company’s definitive proxy statement mailed to its shareholders on or about March12, 2018, 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 of the Company to hold office until the Company’s 2019 Annual Meeting of Shareholders were as follows:

For Against Abstain Broker Non-Votes

Gina L. Bianchini

186,306,003 905,356 352,115 12,570,693

Howard D. Elias

186,030,264 1,202,675 330,535 12,570,693

Stuart J. Epstein

186,199,177 1,032,672 331,625 12,570,693

Lidia Fonseca

186,150,393 1,087,120 325,961 12,570,693

David T. Lougee

186,210,148 1,084,951 268,375 12,570,693

Scott K. McCune

186,062,621 1,152,659 348,194 12,570,693

Henry W. McGee

186,194,260 1,013,850 355,364 12,570,693

Susan Ness

186,304,505 937,343 321,626 12,570,693

Bruce P. Nolop

186,002,119 1,205,251 356,104 12,570,693

Neal Shapiro

185,769,362 1,475,686 318,426 12,570,693

Melinda C. Witmer

186,290,679 963,753 309,042 12,570,693

Proposal 2

The voting results of the proposal to ratify the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year were as follows:


Against Abstain BrokerNon-Votes


3,919,075 176,836

Proposal 3

The voting results of the proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers reported in the Company’s 2018 proxy statement were as follows:


Against Abstain BrokerNon-Votes


11,699,387 795,833 12,570,693


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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