Current Report Filing (8-k)
December 02 2016 - 3:16PM
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):
December 1, 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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(I.R.S. Employer
Identification No.)
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7950 Jones Branch Drive
McLean, Virginia, 22107-0910
(Address of principal executive offices)
(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))
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On November 29, 2016, the Board of Directors of Gannett
Co., Inc. (“Gannett”) approved an amendment (the “Amendment”) to the Gannett Co., Inc. 2015 Deferred Compensation
Plan Rules for Post-2004 Deferrals (the “Plan”). The Amendment modifies the Plan to permit directors of Gannett to
elect to defer fees paid in the form of restricted stock units or shares of restricted stock. A director who makes such an election
will receive, in lieu of an award of restricted stock units or shares of restricted stock, a credit equal to the value of the award,
determined at the time of the award. The credit will be deemed invested in units representing Gannett common stock in the separate
Gannett stock fund under the Plan for the duration of the deferral period specified in the Plan. The Amendment became effective
on December 1, 2016.
The foregoing description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and incorporated by reference into this Item 5.02.
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Item 9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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Exhibit No.
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Description
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10.1
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 1, dated as of December 1, 2016.
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2
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.
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Gannett Co., Inc.
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Date: December 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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3
INDEX TO EXHIBITS
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Exhibit No.
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Description
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10.1
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Gannett Co., Inc. 2015 Deferred Compensation Plan Rules for Post-2004 Deferrals, Amendment No. 1, dated as of December 1, 2016.
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4
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