Current Report Filing (8-k)
May 11 2016 - 5:29PM
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 10, 2016
GANNETT CO., INC.
(Exact name of registrant
as specified in charter)
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
(Registrant’s 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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☐
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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 5.07
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Submission of Matters to a Vote of Security Holders.
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(a)
Gannett Co., Inc. (the “Company”) held its
2016 annual meeting of stockholders (the “2016 annual meeting”) on May 10, 2016. At the 2016 annual meeting, the Company’s
stockholders voted on five proposals, each of which was described in the Company’s definitive proxy statement on Schedule 14A
for the 2016 annual meeting filed with the Securities and Exchange Commission on March 23, 2016.
(b)
The final voting results with respect to each proposal
voted upon at the 2016 annual meeting are set forth below.
Proposal 1
The Company’s
stockholders elected each of the ten nominees named in the proxy statement for the 2016 annual meeting, to serve on the Board
of Directors for a one-year term expiring at the Company’s 2017 annual meeting of stockholders or until
their respective successors are duly elected and qualified or until their earlier resignation or removal, as set forth
below:
Name of Director Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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John E. Cody
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95,754,274
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592,532
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3,607,138
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5,746,801
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Stephen W. Coll
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91,933,539
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4,403,357
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3,617,048
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5,746,801
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Robert J. Dickey
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95,224,712
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1,181,224
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3,547,988
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5,746,801
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Donald E. Felsinger
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95,621,547
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702,341
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3,630,057
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5,746,801
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Lila Ibrahim
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95,812,261
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522,268
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3,619,415
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5,746,801
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Lawrence S. Kramer
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93,564,937
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2,861,849
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3,527,158
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5,746,801
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John Jeffry Louis
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95,756,234
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589,356
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3,608,354
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5,746,801
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Tony A. Prophet
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95,769,969
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600,799
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3,583,176
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5,746,801
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Debra A. Sandler
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95,679,979
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681,760
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3,592,205
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5,746,801
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Chloe R. Sladden
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95,826,513
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509,397
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3,618,034
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5,746,801
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Proposal 2
The Company’s stockholders
ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for
the Company’s 2016 fiscal year, as set forth below:
For
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Against
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Abstain
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102,126,696
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313,133
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3,260,916
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There were no broker non-votes
with respect to this proposal.
Proposal 3
The Company’s stockholders
approved the Company’s 2015 Omnibus Incentive Plan, as set forth below:
For
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Against
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Abstain
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Broker Non-Votes
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92,429,117
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4,029,669
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3,495,158
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5,746,801
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Proposal 4
The Company’s stockholders
approved, on a non-binding, advisory basis, the Company’s executive compensation program as described in the proxy
statement for the 2016 annual meeting, as set forth below:
For
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Against
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Abstain
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Broker Non-Votes
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91,591,894
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4,710,783
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3,651,268
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5,746,801
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Proposal 5
The Company’s
stockholders approved, on a non-binding, advisory basis, the Company’s recommendation that future advisory votes on
executive compensation be held every year, as set forth below:
1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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88,864,403
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383,461
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6,968,990
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3,734,891
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5,746,801
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In light of the voting results with respect to Proposal
5, and consistent with the recommendation set forth in the proxy statement
for the 2016 annual meeting, the Board of Directors determined that the Company’s policy will be to hold an advisory vote
on executive compensation once every year, until the next vote by stockholders on the frequency of stockholder votes on
the compensation of executives.
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
11, 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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