Current Report Filing (8-k)
May 02 2016 - 5:18PM
Edgar (US Regulatory)
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): May 2, 2016
GANNETT CO., INC.
(Exact name of registrant as specified in charter)
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Delaware
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1-36874
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47-2390983
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7950 Jones Branch Drive, McLean, Virginia, 22107-0910
(Address of principal executive offices, including zip code)
(703) 854-6000
(Registrants telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On May 2, 2016, Gannett Co., Inc. (Gannett) issued a press release announcing it filed a preliminary proxy statement with the
U.S. Securities and Exchange Commission disclosing its intent to solicit withhold votes in connection with the election of all eight nominees to the Tribune Publishing Company Board of Directors (Tribune Board) as a
referendum that the Tribune Board should substantively engage with Gannett regarding Gannetts proposal to acquire Tribune for $12.25 per share in cash. The press release announcing the filing is attached as Exhibit 99.1 to this Current Report
and is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
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99.1
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Press Release of Gannett Co., Inc., dated May 2, 2016
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Gannett Co., Inc.
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Date: May 2, 2016
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By:
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/s/ Barbara W. Wall
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Barbara W. Wall
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Senior Vice President and Chief Legal Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press Release of Gannett Co., Inc., dated May 2, 2016
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