GCI New Gannett Co Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported):

September 28, 2015

GANNETT CO., INC.

(Exact name of registrant as specified in charter)

(703) 854-6000

(Registrant’s telephone number,

including area code)

Not Applicable

(Former name or former address, if

changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

On September 28, 2015, the Board of Directors (the “Board”) of Gannett Co., Inc. (the “Company”) expanded its size from nine to ten directors and appointed Donald E. Felsinger to the Board, effective immediately. Mr. Felsinger was appointed to serve as the chairman of the Executive Compensation Committee of the Board. Mr. Felsinger will participate in the Company’s Outside Director Compensation Program, as previously reported in the Company’s information statement, dated June 18, 2015 and attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 19, 2015 (the “Information Statement”), under the section entitled “Director Compensation”. The summary from the Information Statement is incorporated by reference into this Item 5.02. Amounts payable to Mr. Felsinger under that program for the 2015-16 director compensation year ending on the date of the Company’s 2016 annual stockholders meeting, including the equity award in the form of restricted stock units that he is expected to receive, will be prorated based on the number of days he will serve on the Board through the expected meeting date in 2016.

A press release announcing the election of Mr. Felsinger to the Company’s Board of Directors is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

See Index to Exhibits attached hereto.

SIGNATURE

Pursuant to requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 99.1

September 28, 2015

Gannett Board of Directors announces new director

McLean, VA – Donald E. Felsinger, former executive chairman of Sempra Energy, has been elected to the Board of Directors of Gannett Co., Inc. (NYSE: GCI), effective immediately. He served as executive chairman at Sempra Energy from June 27, 2011 to Dec. 1, 2012. Felsinger’s appointment expands Gannett’s Board to 10.

“I’m pleased to welcome Don Felsigner to the company’s board of directors,” said Bob Dickey, president and CEO of Gannett. “He led Sempra Energy’s expansion in competitive energy markets and helped build several successful businesses in that field. His knowledge of, and insight into, growing businesses in highly competitive environments makes him a terrific choice for our board.”

Felsinger previously served as the chairman and CEO of Sempra Energy. In addition, he formerly served as executive vice president, president and COO of Enova Corporation, the parent company of San Diego Gas & Electric (SDG&E), and held other executive positions within SDG&E.

He currently serves as lead director on the boards of Archer-Daniels-Midland (ADM) and Northrop Grumman Corp. Earlier, he previously served as a director of Sempra Energy and SDG&E.

Felsinger was active in many groups and served on the boards of the Institute of the Americas, the Green Foundation and as Co-chairperson of the Forum Fronterizo Council of the San Diego Dialogue. He also served as a member of The Conference Board and as a director at United States-Mexico Chamber of Commerce.

Felsinger is a graduate of the Stanford University Executive Program and also has a Bachelor’s degree in Mechanical Engineering from the University of Arizona.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is a next-generation media company committed to strengthening communities across our network. Through trusted, compelling content and unmatched local-to-national reach, Gannett touches the lives of nearly 100 million people monthly. With more than 110 markets internationally, it is known for Pulitzer Prize-winning newsrooms, powerhouse brands such as USA TODAY and specialized media properties. To connect with us, visit www.gannett.com.

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